Common use of Application of Section 409A Clause in Contracts

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.8 and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.16. No interest shall be due on any amounts deferred pursuant to this Section 6.8. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of any such Severance Benefit will not be made or begin until the later calendar year.

Application of Section 409A. (a) It is intended that all of the severance payments compensation payable under this Agreement satisfyAgreement, to the greatest extent possible, either complies with the exemptions from the application requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner that complies consistent with Section 409A. If not so exemptsuch intention, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates incorporating by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation Separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (ec) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits severance will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”)death, the Company will will: (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.6(c); and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1Sections 6.2 and 6.3. No interest shall be due on any amounts deferred pursuant to this Section 6.86.6(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. (a) It is intended that all Notwithstanding anything set forth in this Agreement to the contrary, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the severance payments payable under this Agreement satisfy, Treasury Regulations issued pursuant to the greatest extent possible, the exemptions from the application of Section 409A of the Code and (the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A409A Regulations”) provided under Treasury Regulations Sections 1.409A-1(b)(4) shall be paid unless and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to until Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes has incurred a “separation from service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that Executive is a “specified employee” within the meaning of the Section 409A Regulations as of the date of Executive’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Executive’s separation from service shall be paid to Executive before the date (as defined the “Delayed Payment Date”) which is first day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of Executive’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. (b) Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Treasury Regulation Section 1.409A-1(h))409A of the Code. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. However, Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement. In any event, except for Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Executive, Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to Executive pursuant to this Agreement. (c) Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (1) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to Company’s applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) For purposes of Section 409A (includingof the Code, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s the right to receive any a series of installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentpayments. (e) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, 409A and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.8 and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.16. No interest shall be due on any amounts deferred pursuant to this Section 6.8. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of any such Severance Benefit will not be made or begin until the later calendar year.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, Notwithstanding anything to the greatest extent possiblecontrary herein, the exemptions from following provisions apply to the application of extent severance benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, collectively “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions . Severance benefits shall not be construed as a guarantee by the Company of any particular tax effect to commence until Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes has a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For for purposes of Section 409A 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (includinga) the lesser of (y) the total cash severance payment amount, without limitationor (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise1.409A-1(b)(4) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines Treasury Regulations. It is intended that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” within the meaning of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation such separation from Service, then, solely service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest any ambiguities herein shall be due on any amounts deferred pursuant to this Section 6.8interpreted accordingly.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(41.409A- 1 (b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. (a) It is intended that all of Notwithstanding anything to the severance contrary set forth herein, any payments payable and benefits provided under this Agreement satisfy, to that constitute “deferred compensation” within the greatest extent possible, the exemptions from the application meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a Separation From Service, unless the Company reasonably determines that such amounts may be provided to the Executive without causing him to incur the additional 20% tax under Section 409A. It is intended that each installment of severance pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments set forth in this Agreement satisfy, to the greatest extent possible, the exceptions from the application of Section 409A provided under Treasury Regulations Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits provided under this Agreement constitutes constitute “deferred compensation” under Section 409A and if the Executive is is, on the termination of service, a “specified employee” of the CompanyCompany or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from ServiceCode, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (ia) the date that is six months and one day after the Executive’s Separation from From Service, and or (iib) the date of the Executive’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company will (1or the successor entity thereto, as applicable) shall (i) pay to the Executive a lump sum amount equal to the sum of the Severance Benefits payments and benefits that the Executive would otherwise have received through the Delayed Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits such amounts had not been so delayed pursuant to this Section 6.8, and (2ii) commence paying the balance of the Severance Benefits payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8Agreement.

Application of Section 409A. (a) It is intended that all of the severance payments payable under 1.7.1 All references in this Agreement satisfyAgreement, however phrased, to the greatest extent possible, the exemptions from the application termination of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)Executive shall mean, and this Agreement will be construed in a manner that complies with Section 409A. If not so exemptdeemed to occur where there has been, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” within the meaning of the Section 409A Regulations under the Internal Revenue Code with respect to payment of amounts that are deemed deferred compensation subject to the Section 409A Regulations. Furthermore, to the extent that Executive is a “specified employee” within the meaning of the Section 409A Regulations as of the date of Executive’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Executive’s separation from service shall be paid to Executive before the date (as defined under Treasury Regulation Section 1.409A-1(h))the “Delayed Payment Date”) which is first day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of Executive’s death following such separation from service, and all such amounts that would, but for this sentence, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. 1.7.2 Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Internal Revenue Code. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. However, Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement. In any event, except for Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Executive, Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to Executive pursuant to this Agreement. 1.7.3 Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (d1) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the reimbursement of eligible expenses or in-kind benefits shall be made the earliest of (i) the date called for under Company’s applicable policies, (ii) the time provided by this Agreement, and (iii) the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. 1.7.4 For purposes of Section 409A (includingof the Code, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s the right to receive any a series of installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentpayments. (e) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. (a) It is intended that all of the severance payments compensation payable under this Agreement satisfyAgreement, to the greatest extent possible, either complies with the exemptions from the application requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner that complies consistent with Section 409A. If not so exemptsuch intention, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates incorporating by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation Separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (ec) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits severance will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”)death, the Company will will: (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.6(c); and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1Sections 6.2 and 6.3. No interest shall be due on any amounts deferred pursuant to this Section 6.86.6(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. (a) It is intended that all of Notwithstanding anything to the severance contrary set forth herein, any payments payable and benefits provided under this Agreement satisfy, to that constitute “deferred compensation” within the greatest extent possible, the exemptions from the application meaning of Section 409A of will not commence in connection with the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes unless and until the Executive has also incurred a “separation from service” (as such term is defined under in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”)), unless the Company reasonably determines that such amounts may be provided to the Executive without causing him to incur the additional 20% tax under Section 409A. In the event that any severance payments and benefits provided under this Agreement is delayed until a Separation From Service has occurred, then solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the Company will commence paying the severance payments and benefits when a Separation From Service does occur in accordance with the applicable payment schedules set forth in this Agreement. (db) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Regulation Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments payments, reimbursements or otherwise) shall will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall will at all times be considered a separate and distinct payment. (ec) If the Company (or, if applicable, the successor entity thereto) determines that the any severance benefits provided under this Agreement constitutes payments constitute “deferred compensation” under Section 409A and if the Executive is is, on the termination of service, a “specified employee” of the CompanyCompany or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from ServiceCode, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits severance payments will be delayed as follows: on until the earlier to occur of of: (i) the date that is six months and one day after the Executive’s Separation from From Service, and or (ii) the date of the Executive’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) will (1A) pay to the Executive a lump sum amount equal to the sum of the Severance Benefits severance payments that the Executive would otherwise have received through the Delayed Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits severance payments had not been so delayed pursuant to this Section 6.8, and (2B) commence paying the balance of the Severance Benefits severance pay in accordance with the applicable payment schedule schedules set forth in this Agreement. (d) To the extent that any cash payment for which the Company or its successor may become obligated to pay under Section 6.1. No interest shall 2.6(b)(iii) above is deferred compensation for purposes of Section 409A, then the definition of Change of Control for purposes of triggering a payment to the Executive under that provision will be due limited to those events that constitute “change in control events” as specified in Treasury Regulation 1.409A-3 if necessary to avoid the imposition of the additional 20% tax under section 409A. (e) The Company’s obligations to make any reimbursements or provide in-kind benefits to the Executive will be subject to the following restrictions: (a) the Executive must provide documentation of any reimbursable expenses in accordance with the Company’s then existing policies and procedures, (b) the expenses paid or reimbursed by the Company in one calendar year will not affect the expenses paid or reimbursed in another calendar year, and (c) the reimbursement for any expenses will be made within a reasonable period of time following the date on any amounts deferred pursuant to this Section 6.8which the Company receives written documentation of the expense, provided that all expenses will be reimbursed on or before the last day of the calendar year following the calendar year in which the expense was incurred.

Application of Section 409A. (a) It is intended that all of the severance benefits and payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies to the greatest extent possible as consistent with Section 409A. those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A409A of the Code, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulations Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments payments, reimbursements or otherwise) shall will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall will at all times be considered a separate and distinct payment. (e) If . Notwithstanding any provision to the Company determines that the severance benefits provided under contrary in this Agreement constitutes “deferred compensation” under Section 409A and Agreement, if Executive is deemed by the Company at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the CompanyCode, as 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 if delayed commencement of any portion of such term payments is defined in required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code at and the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence related adverse taxation under Section 409A of the adverse personal tax consequences under Section 409ACode, the timing of the Severance Benefits payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1A) pay to Executive a lump sum amount equal to the sum of the Severance Benefits payments upon Separation from Service that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits payments had not been delayed pursuant to this Section 6.8paragraph, and (2B) commence paying the balance of the Severance Benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6.1above. No interest shall will be due on any amounts deferred pursuant to this Section 6.8so deferred.

Application of Section 409A. (a) It is intended that all of Notwithstanding anything to the severance contrary set forth herein, any payments payable and benefits provided under this Agreement satisfy, to that constitute “deferred compensation” within the greatest extent possible, the exemptions from the application meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result commence in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executiveconnection with Employee’s termination of employment constitutes unless and until Employee has also incurred a “separation from service” (as such term is defined under in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”)). (d) For purposes , unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of Section 409A (including, without limitation, severance pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulations Regulation Section 1.409A-2(b)(2)(iii1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments set forth in this Agreement satisfy, to the greatest extent possible, the exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and1.409A-1(b)(5), accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) 1.409A-1(b)(9). If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits provided under this Agreement constitutes constitute “deferred compensation” under Section 409A and if Executive is Employee is, on the termination of service, a “specified employee” of the CompanyCompany or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from ServiceCode, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (ia) the date that is six months and one day after ExecutiveEmployee’s Separation from From Service, and or (iib) the date of ExecutiveEmployee’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company will (1or the successor entity thereto, as applicable) shall (i) pay to Executive Employee a lump sum amount equal to the sum of the Severance Benefits payments and benefits that Executive Employee would otherwise have received through the Delayed Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits such amounts had not been so delayed pursuant to this Section 6.8, and (2ii) commence paying the balance of the Severance Benefits payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6.1this Agreement. No interest All reimbursements provided under this Agreement shall be due on subject to the following requirements: (i) the amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any amounts deferred 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 taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the requirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify the Employee for any taxes or interest that may be assessed by the Internal Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Section 6.8Agreement.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(41.409A- 1 (b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. (a) It is intended that all Notwithstanding anything set forth in this Agreement to the contrary, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the severance payments payable under this Agreement satisfy, Treasury Regulations issued pursuant to the greatest extent possible, the exemptions from the application of Section 409A (the “Section 409A Regulations”) of the Internal Revenue Code and of 1986, as amended (the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409ACode”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s payable upon termination of employment constitutes employment, shall be paid unless and until Executive has incurred a “separation from service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that Executive is a “specified Executive” within the meaning of the Section 409A Regulations as of the date of Executive’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Executive’s separation from service shall be paid to Executive before the date (as defined the “Delayed Payment Date”) which is the first day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of Executive’s death following such separation from service. All such deferred compensation amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. (b) To the extent any payments or benefits provided under Treasury Regulation the Agreement constitute a “deferral of compensation” within the meaning of the Section 1.409A-1(h))409A of the Code (“Section 409A”) and the Executive’s termination of employment occurs at a time during the calendar year when the Release could become effective in the calendar year following the calendar year in which the Executive’s separation from service occurs, then regardless of when the Release is returned to the Company and becomes effective, the Release will not be deemed effective any earlier than its latest permitted effective date for purposes of determining the timing of payment of any severance benefits under this Agreement. (c) The Company intends that any benefits provided to Executive pursuant to this Agreement will be exempt from or compliant with the requirements of Section 409A of the Code, and therefore not be subject to taxation under Section 409A. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. However, the Company does not guarantee any particular tax treatment for income provided to Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Executive, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to Executive pursuant to this Agreement. (d) Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (1) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to the Company’s applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (e) For purposes of Section 409A (including409A, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s the right to receive any a series of installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentpayments. (e) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. (a) It is intended that all of Notwithstanding anything to the severance contrary set forth herein, any payments payable and benefits provided under this Agreement satisfy, to that constitute “deferred compensation” within the greatest extent possible, the exemptions from the application meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result commence in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executiveconnection with Employee’s termination of employment constitutes unless and until Employee has also incurred a “separation from service” (as such term is defined under in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”). (d) For purposes , unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of Section 409A (including, without limitation, severance pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulations Regulation Section 1.409A-2(b)(2)(iii1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments set forth in this Agreement satisfy, to the greatest extent possible, the exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and1.409A-1(b)(5), accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) 1.409A-1(b)(9). If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits provided under this Agreement constitutes constitute “deferred compensation” under Section 409A and if Executive is Employee is, on the termination of service, a “specified employee” of the CompanyCompany or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from ServiceCode, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (ia) the date that is six months and one day after ExecutiveEmployee’s Separation from From Service, and or (iib) the date of ExecutiveEmployee’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company will (1or the successor entity thereto, as applicable) shall (i) pay to Executive Employee a lump sum amount equal to the sum of the Severance Benefits payments and benefits that Executive Employee would otherwise have received through the Delayed Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits such amounts had not been so delayed pursuant to this Section 6.8, and (2ii) commence paying the balance of the Severance Benefits payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6.1this Agreement. No interest All reimbursements provided under this Agreement shall be due on subject to the following requirements: (i) the amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any amounts deferred 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 taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the requirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify the Employee for any taxes or interest that may be assessed by the Internal Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Section 6.8Agreement.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, 409A and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.7 and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.86.7.

Application of Section 409A. (a) It is intended that all of the severance benefits and payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code and of 1986, as amended (the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409ACode”) provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies to the greatest extent possible as consistent with Section 409A. those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A409A of the Code, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulations Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments payments, reimbursements or otherwise) shall will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall will at all times be considered a separate and distinct payment. (e) If . Notwithstanding any provision to the Company determines that the severance benefits provided under contrary in this Agreement constitutes “deferred compensation” under Section 409A and Agreement, if Executive is deemed by the Company at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the CompanyCode, as 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 if delayed commencement of any portion of such term payments is defined in required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code at and the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence related adverse taxation under Section 409A of the adverse personal tax consequences under Section 409ACode, the timing of the Severance Benefits payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1A) pay to Executive a lump sum amount equal to the sum of the Severance Benefits payments upon Separation from Service that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits payments had not been delayed pursuant to this Section 6.8paragraph, and (2B) commence paying the balance of the Severance Benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6.1above. No interest shall will be due on any amounts deferred pursuant to this Section 6.8so deferred.

Application of Section 409A. (a) It To the extent applicable, it is intended that all of the severance payments payable under this Agreement satisfy, to comply with the greatest extent possible, the exemptions from the application provisions of Section 409A of the Internal Revenue Code and the regulations and other guidance promulgated thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this . This Agreement will shall be construed administered in a manner that complies consistent with Section 409A. If not so exemptthis intent, this Agreement (and any definitions hereunder) will be construed in a manner provision that complies with would cause the Agreement to fail to satisfy Section 409A, 409A shall have no force and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee effect until amended by the Company of any particular tax effect parties to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of comply with Section 409A (includingwhich amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, without limitationany payment of compensation by Company to Executive, for purposes whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the third month (i.e. 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to receive such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any installment severance payments provided for under this Agreement (whether severance payments or otherwise) shall be treated as a right separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to receive the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a series waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines that at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the severance first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement constitutes “deferred compensation” or, unless otherwise specified in writing, under Section 409A and if Executive is a “specified employee” of the Companyany Company program or policy, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely shall be subject to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as followsfollowing rules: on the earlier to occur of (i) the date that is six months amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and one day after Executive’s Separation from Servicethe Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iiiii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay right to Executive a lump sum amount equal reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.409A.

Application of Section 409A. (a) It is intended that all of the severance payments compensation payable under this Agreement satisfyAgreement, to the greatest extent possible, either complies with the exemptions from the application requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner that complies consistent with Section 409A. If not so exemptsuch intention, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates incorporating by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation Separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (ec) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits severance will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”)death, the Company will (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.7(c); and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1Sections 6.2 and 6.3. No interest shall be due on any amounts deferred pursuant to this Section 6.86.7(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. (a) It is The payments contemplated by this Agreement are intended that all to be exempt from, or to comply with the requirements of, Section 409A of the severance payments Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement shall be interpreted with that intent. Notwithstanding the foregoing, the tax treatment of amounts payable and benefits provided under this Agreement is not warranted or guaranteed, and neither the Company, nor any of its members, shareholders, employees, directors, officers, agents or affiliates, shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive or any other taxpayer as a result of this Agreement, including by reason of Section 409A or any similar State statute. Notwithstanding anything to the contrary in this Agreement, if at the time Executive’s employment terminates, Executive is a “specified employee,” as defined below, any and all amounts payable under this Agreement satisfyon account of Executive’s separation from service that would (but for this provision) be payable within six (6) months following the date of such separation from service, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Executive’s death; except (A) to the greatest extent possibleof amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the exemptions from Company in its reasonable good faith discretion); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the application requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law Code. For purposes of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable , with respect to Executive for any payment made under this Agreement which is determined payments that are subject to result in an additional tax, penalty Section 409A and that are payable upon or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless with reference to Executive’s termination of employment constitutes employment, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein), from the Company, and the term “specified employee” means an individual determined by the Company to be a specified employee of the Company under Treasury Regulation regulation Section 1.409A-1(h1.409A-1(i)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s . Each payment made under this Agreement shall be treated as a separate payment and the right to receive any a series of installment payments under this Agreement (whether severance payments or otherwise) shall is to be treated as a right to receive a series of separate payments andpayments. To the extent required by Section 409A, accordinglyif the period for executing and not revoking the Release spans two taxable years, each installment the Severance Benefit shall be paid in the second taxable year. Any tax gross up payment hereunder shall at all times be considered a separate and distinct payment. (e) If made no later than the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” end of the Company, as such term is defined calendar year following the calendar year in Section 409A(a)(2)(B)(i) of which the Code at the time of Executive’s Separation from Service, then, solely related taxes are remitted to the extent necessary to avoid the incurrence of the adverse personal appropriate tax consequences authorities, or at such other specified time or schedule that may be permitted under Treas. Reg. Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”1.409A-3(i)(1)(v), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. (a) It is intended that all Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the severance payments payable under this Agreement satisfy, Treasury Regulations issued pursuant to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to commence until Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes has incurred a “separation from service” (as such term is defined under in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”))., unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (db) For purposes It is intended that each installment of Section 409A (including, without limitation, the severance benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulations Regulation Section 1.409A-2(b)(2)(iii1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise1.409A-1(b)(5) shall be treated as a right to receive a series of separate payments andand 1.409A-1(b)(9). However, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits provided under this Agreement constitutes constitute “deferred compensation” under Section 409A and if Executive is is, on the termination of Executive’s service, a “specified employee” of the CompanyCompany or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from ServiceCode, then, solely solely, to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will severance benefit payments shall be delayed as follows: on until the earlier to occur of of: (i) the date that is six months and one day after Executive’s Separation from Service, and From Service or (ii) the date of Executive’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”), Company (or the Company will successor entity thereto, as applicable) shall (1A) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefit payments that Executive would otherwise have received through the Delayed Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been so delayed pursuant to this Section 6.8, section and (2B) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule schedules set forth in Section 6.1. No interest shall this Agreement. (c) Except to the minimum extent that payments must be due on any delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts deferred pursuant to this Section 6.8will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (a) It is intended that all of the severance payments payable benefits provided under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) ), 1.409A-1(b)(5), and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies to the greatest extent possible as consistent with Section 409A. If those provisions. To the extent not so exempt, this Agreement (and any definitions hereunderin this Agreement) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall under this Agreement will at all times be considered a separate and distinct payment. . Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (eor under any other arrangement with Executive) that constitute “deferred compensation” shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a Separation from Service. If the Company determines that any of the severance payments or benefits upon a Separation from Service provided under this Agreement constitutes (or under any other arrangement with Executive) constitute “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, Company (as such term is defined in Section 409A(a)(2)(B)(i) of the Code Code) at the time of Executive’s his Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (ii) the date of Executive’s death (such the earlier date, the “Delayed Initial Payment Date”), the Company will (1A) pay to Executive a lump sum amount equal to the sum of the Severance Benefits payments upon Separation from Service that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits payments had not been delayed pursuant to this Section 6.87.11, and (2B) commence begin paying the balance of the Severance Benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6.1above. No interest shall will be due on any amounts deferred pursuant to this Section 6.8so deferred.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. In the event that the terms of this Agreement would subject Executive to any additional tax, penalty or interest under Section 409A (the “409A Penalties”), the Company and Executive shall cooperate in good faith to amend the terms of this Agreement to avoid such 409A Penalties, if possible. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. (a) It is intended that all of the severance benefits and payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(41.409A‑1(b)(4) and 1.409A-1(b)(91.409A‑1(b)(9), and this Agreement will be construed in a manner that complies to the greatest extent possible as consistent with Section 409A. those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Regulation Section 1.409A-2(b)(2)(iii1.409A‑2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments payments, reimbursements or otherwise) shall will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall will at all times be considered a separate and distinct payment. (e) If . Notwithstanding any provision to the Company determines that the severance benefits provided under contrary in this Agreement constitutes “deferred compensation” under Section 409A and Agreement, if Executive is a “specified employee” of deemed by the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code Company at the time of Executive’s Separation from ServiceService to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), thenand 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”, solely to the extent necessary then if delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the incurrence of the related adverse personal tax consequences taxation under Section 409A, the timing of the Severance Benefits payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1A) pay to Executive a lump sum amount equal to the sum of the Severance Benefits payments upon Separation from Service that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits payments had not been delayed pursuant to this Section 6.8paragraph, and (2B) commence paying the balance of the Severance Benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6.1above. No interest shall will be due on any amounts deferred so deferred. To the extent that any severance payments or benefits payable to Executive pursuant to this Agreement are not otherwise exempt from the application of Code Section 6.8409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of severance will not be made or begin until the later calendar year.

Application of Section 409A. (ai) It is intended that all of Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments payable or separation benefits, are considered deferred compensation not exempt under this Agreement satisfy, to the greatest extent possibleSection 409A (together, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409ADeferred Payments”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to paid or otherwise provided until Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes has a “separation from service” (as defined under within the meaning of Section 409A. And for purposes of this Agreement, any reference to “termination of employment,” “termination” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(h)).1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (dii) For purposes of Section 409A (includingNotwithstanding anything to the contrary in this Agreement, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” within the meaning of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code 409A at the time of Executive’s Separation termination of employment (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from Serviceservice, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: become payable on the earlier to occur of (i) first payroll date that occurs on or after the date that is six (6) months and one (1) day after following the date of Executive’s Separation separation from Serviceservice. All subsequent Deferred Payments, and if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (ii6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company and all other Deferred Payments will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits be payable in accordance with the applicable payment schedule applicable to each payment or benefit. Each payment, installment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iii) Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 6.11.409A-1(b)(4) of the Treasury Regulations is not intended constitute to Deferred Payments for purposes of clause (i) above. (iv) Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit is not intended to constitute Deferred Payments for purposes of clause (i) above. No interest Any payment intended to qualify under this exemption must be made within the allowable time period specified in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. (v) To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of Section 409A, (1) all reimbursements hereunder shall be due made on or prior to the last day of the calendar year following the calendar year in which the expense was incurred by Executive, (2) any amounts right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (3) the amount of expenses eligible for reimbursement or in-kind benefits provided in any calendar year shall not in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided, in any other calendar year. (vi) Any tax gross-up that Executive is entitled to receive under this Agreement or otherwise shall be paid to Executive no later than December 31 of the calendar year following the calendar year in which Executive remits the related taxes. (vii) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred pursuant compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (viii) The payments and benefits provided under Sections 3(a) and 3(a) are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 6.8.409A.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, 409A and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation Separation from serviceService” (as defined under Treasury Regulation in Section 1.409A-1(h409A)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii))409A, Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . If the Company determines that the severance benefits provided under this Agreement constitutes “nonqualified deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits severance will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6 and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in this Section 6.16. No interest shall be due on any amounts deferred pursuant to this Section 6.8.6. To the extent that any Severance Benefits are nonqualified deferred compensation under Section 409A of the Code and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of any such Severance Benefits will not be made or begin until the later calendar year. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

Application of Section 409A. (a) It is intended that all of the severance payments payable All benefits under this Agreement satisfy, are intended to the greatest extent possible, the exemptions qualify for an exemption from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided or to comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not be construed as a guarantee by commence in connection with the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes unless and until the Executive has also incurred a “separation from service” (as such term is defined under in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”). (d) For purposes , unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of Section 409A (including, without limitation, the severance benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulations Regulation Section 1.409A-2(b)(2)(iii1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise1.409A-1(b)(5) shall be treated as a right to receive a series of separate payments andand 1.409A-1(b)(9). However, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits provided under this Agreement constitutes constitute “deferred compensation” under Section 409A and if the Executive is is, on the termination of service, a “specified employee” of the CompanyCompany or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from ServiceCode, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will severance benefit payments shall be delayed as follows: on until the earlier to occur of of: (i) the date that is six months and one day after the Executive’s Separation from From Service, and or (ii) the date of the Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay death. If all or any portion of any amounts payable to Executive a lump sum amount equal is deferred to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this comply with Section 6.8, and (2) commence paying the balance of the Severance Benefits 409A in accordance with the applicable payment schedule set forth foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on the earlier to occur of: (i) the date that is six months and one day after the Executive’s Separation From Service, or (ii) the date of the Executive’s death. Such grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 6.1409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. No interest Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be due on any amounts deferred pursuant to this Section 6.8interpreted accordingly.

Application of Section 409A. (a) It is intended that all of the severance payments payable under If any compensation or benefits provided by this Agreement satisfy, to the greatest extent possible, the exemptions from may result in the application of Section 409A of the Code and Code, the regulations and other guidance thereunder and any state law Company shall, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary in order to, where applicable, (i) exclude such compensation from the definition of similar effect “deferred compensation” within the meaning of such Section 409A or (collectively, “Section 409A”ii) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies comply with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with the provisions of Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and incorporates by reference all required definitions and payment termsto make such modifications, in each case, without any diminution in the value of the payments to the Executive. (b) The preceding provisions shall not Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive is determined to be construed a “specified employee” within the meaning of Section 409A(a)(2)(B), (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii), and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), as a guarantee result of such termination, the Executive would receive any payment that, absent the application of this Section 5(b), would be subject to interest and additional tax imposed pursuant to Section 409A(a) as a result of the application of Section 409A(2)(B)(i), then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect to any lump sum payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i), the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank. (c) To the extent that the provision of health insurance following the Date of Termination is so delayed, the Executive shall be entitled to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) during such period of delay, and the Company shall reimburse the Executive for any Company portions of such COBRA Coverage in the seventh month following the Date of Termination. (d) To the extent that any benefits to be provided during the Delay Period are considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Section 409A, the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any particular tax effect to Executive under remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified herein. (e) Any provisions of this Agreement. The Agreement or any other compensation plan notwithstanding, the Company shall not be liable have no right to Executive for accelerate any such payment made under this Agreement which is determined hereunder or thereunder except to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income the extent permitted under Section 409A. (cf) No severance payments For purposes of Section 409A, each payment made after termination of employment, including COBRA continuation reimbursement payments, will be made under this Agreement unless Executive’s considered one of a series of separate payments. (g) A termination of employment constitutes shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes within the meaning of Section 409A (including, without limitationand, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii))any such provision of this Agreement, Executive’s right references to receive any installment payments a “termination,” “termination of employment” or like terms shall mean “separation from service.” (h) Any amount that Executive is entitled to be reimbursed under this Agreement (whether severance payments or otherwise) shall that may be treated as taxable compensation will be reimbursed to Executive as promptly as practical and in any event not later than sixty (60) days after the end of the calendar year in which the expenses are incurred; provided that Executive shall have provided a right reimbursement request to receive a series the Company no later than thirty (30) days prior to the date the reimbursement is due. The amount of separate payments andthe expenses eligible for reimbursement during any calendar year will not affect the amount of expenses for reimbursement in any other calendar year, accordingly, each installment payment hereunder shall at all times except as may be considered a separate and distinct paymentrequired pursuant to an arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code. (ei) If the The Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” shall not be obligated to reimburse Executive for any tax penalty or interest or provide a gross-up in connection with any tax liability of Executive under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.409A.

Application of Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (athe “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) that are payable upon termination of employment shall not commence in connection with Executive’s termination of employment unless and until Executive has 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 Executive without causing Executive to incur the additional 20% tax under Section 409A. It is intended that all each installment of the severance Severance Benefits payments payable under provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A- 2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by if the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax(or, penalty or interest under Section 409Aif applicable, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (cthe successor entity thereto) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines that the severance benefits provided under this Agreement constitutes Severance Benefits constitute “deferred compensation” under Section 409A and if Executive is is, on the termination of Executive’s service, a “specified employee” of the CompanyCompany or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from ServiceCode, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will Benefit payments shall be delayed as follows: on until the earlier to occur of of: (i) the date that is six months and one day after Executive’s Separation from Service, and From Service or (ii) the date of Executive’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”), and the Company will (1or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefits Benefit payments that Executive would otherwise have received through the Delayed Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section 6.8, and (2B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule schedules set forth in Section 6.1this Agreement. No interest shall Except to the extent that payments may be due on any amounts deferred delayed until the Specified Employee Initial Payment Date pursuant to this Section 6.8the preceding paragraph, on the first regular payroll pay day following the effective date of the Release and Waiver, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the Release and Waiver, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions.

Application of Section 409A. (a) It To the extent applicable, it is intended that all of the severance payments payable under this Agreement satisfy, to comply with the greatest extent possible, the exemptions from the application provisions of Section 409A of the Internal Revenue Code and the regulations and other guidance promulgated thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this . This Agreement will shall be construed administered in a manner consistent with this intent, and any provision that complies would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A. If not so exempt, this Agreement 409A (and any definitions hereunder) will which amendment may be construed in a manner that complies with retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, and incorporates by reference all required definitions and any payment terms. (b) The preceding provisions shall not be construed as a guarantee of compensation by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable Executive, whether pursuant to Executive for any payment made under this Agreement which is determined to result in an additional taxor otherwise, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will shall be made under this Agreement unless Executiveno later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), fiscal year in which Executive’s right to receive such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any installment severance payments provided for under this Agreement (whether severance payments or otherwise) shall be treated as a right separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to receive the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a series waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends if necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines that at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon Separation from Service shall be made no earlier than (i) the severance first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, if required and consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement constitutes “deferred compensation” or, unless otherwise specified in writing, under Section 409A and if Executive is a “specified employee” of any Company program or policy, shall be subject to the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely following rules to the extent necessary to avoid the incurrence of the adverse personal tax consequences under comply with Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which Executive incurs such expenses, and one day after Executive’s Separation from ServiceExecutive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iiiii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay right to Executive a lump sum amount equal reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.409A.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.8 and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.16. No interest shall be due on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A shall not commence until the Employee has incurred a “separation from service” (aas such term is defined in the Treasury Regulation Section 1.409A-1(h) It (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Employee without causing the Employee to incur the additional 20% tax under Section 409A. For the avoidance of doubt, it is intended that all of the severance payments payable under and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), ) and this Agreement will be construed in a manner that complies to the greatest extent possible as consistent with Section 409A. If those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, 409A and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Regulation Section 1.409A-2(b)(2)(iii1.409A 2(b)(2)(iii)), Executivethe Employee’s right to receive any installment payments under this Agreement (whether severance payments payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If . Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments upon the severance benefits provided Employee’s Separation From Service set forth herein and/or under this Agreement constitutes any other agreement with the Company constitute “deferred compensation” under Section 409A and if Executive is the Employee is, on the Employee’s Separation From Service, a “specified employee” of the CompanyCompany or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from ServiceCode, then, solely solely, to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will payments upon the Employee’s Separation From Service shall be delayed as follows: on until the earlier to occur of of: (ia) the date that is six months and one day after Executivethe Employee’s Separation from Service, and From Service or (iib) the date of Executivethe Employee’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company will (1or the successor entity thereto, as applicable) shall (A) pay to Executive the Employee a lump sum amount equal to the sum of the Severance Benefits payments upon the Employee’s Separation From Service that Executive the Employee would otherwise have received through the Delayed Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been so delayed pursuant to this Section 6.8, section and (2B) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule schedules set forth in this Agreement. If any severance benefits under this Agreement (including the salary and benefit continuation provided herein) are not covered by one or more exemptions from the application of Section 6.1409A and the Release could become effective in the calendar year following the calendar year in which the Employee’s Separation From Service occurs, then the latest permitted date on which such Release could become effective and irrevocable in accordance with its terms will be considered the Release Effective Date and the severance benefits shall commence on such date. No None of the severance benefits (including the salary and benefit continuation provided herein) will commence or otherwise be delivered prior to the Release Effective Date. Except to the minimum extent that payments must be delayed because the Employee is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices and no interest shall will be due on any amounts deferred pursuant to this Section 6.8so deferred.

Application of Section 409A. (a) It is intended that all of the severance payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments or benefits will be made under this Agreement unless the Executive’s termination of employment constitutes a “separation Separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which the Executive may consider and sign the Release Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance payments or benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if the Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of the Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits severance payments and benefits will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after the Executive’s Separation from Service, and (iib) the date of the Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1i) pay to the Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that the Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 7(a) and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.13. No interest shall be due on any amounts deferred pursuant to this Section 6.87(a).

Application of Section 409A. (a) It is intended that all of the severance payments compensation payable under this Agreement satisfyAgreement, to the greatest extent possible, either complies with the exemptions from the application requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner that complies consistent with Section 409A. If not so exemptsuch intention, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates incorporating by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation Separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii1.409A- 2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (ec) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits severance will be delayed as follows: on the earlier to occur of (ix) the date that is six months and one day after Executive’s Separation from Service, and (iiy) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”)death, the Company will will: (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.6(c); and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1Sections 6.2 and 6.3. No interest shall be due on any amounts deferred pursuant to this Section 6.86.6(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. (a) It is intended that all of the severance payments compensation payable under this Agreement satisfyAgreement, to the greatest extent possible, either complies with the exemptions from the application requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner that complies consistent with Section 409A. If not so exemptsuch intention, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates incorporating by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation Separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (ec) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Executive may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits severance will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”)death, the Company will will: (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.10(c); and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1Sections 6.1 and 6.2. No interest shall be due on any amounts deferred pursuant to this Section 6.86.10(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. (e) Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.8 and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. (a) It is intended that all of the severance payments payable All benefits under this Agreement satisfy, are intended to the greatest extent possible, the exemptions qualify for an exemption from the application of Section 409A (including but not limited to the exemption from the application of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) 409A provided under Treasury Regulations Regulation Sections 1.409A-1(b)(4)) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies to the greatest extent possible as consistent with Section 409A. If those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference any ambiguities herein shall be interpreted accordingly. For all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii))409A, Executive’s right to receive any installment payments under this Agreement (whether severance payments payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If payment for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i). Notwithstanding any provision to the Company determines that the severance benefits provided under contrary in this Agreement constitutes “deferred compensation” under Section 409A and Agreement, if Executive is a “specified employee” of deemed by the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code Company at the time of Executive’s “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder (hereinafter a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), thenand if any of the payments upon Separation from Service set forth herein and/or under any other agreement with, solely or plan maintained by, the Company are deemed to be “deferred compensation,” then to the extent necessary delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the incurrence of the related adverse personal tax consequences taxation under Section 409A, such payments shall not be provided to Executive prior to the timing of the Severance Benefits will be delayed as follows: on the earlier to occur earliest of (i) the first date that is following expiration of the six months and one day after (6)-month period following the date of Executive’s Separation from ServiceService with the Company, and (ii) the date of Executive’s death or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), the Company will (1) pay all payments deferred pursuant to Executive this paragraph shall be paid in a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8Executive, and (2) commence paying the balance of the Severance Benefits any remaining payments due shall be paid as otherwise provided herein or in accordance with the applicable payment schedule set forth in Section 6.1agreement. No interest shall be due on any amounts deferred pursuant so deferred. In no event shall the Company be liable for taxes or penalties imposed on Executive under Section 409A. Page 6 of 13 To the extent that any reimbursements payable to Executive under this Agreement are subject to the provisions of Section 6.8.409A: (w) to be eligible to obtain reimbursement for such expenses, Executive must submit expense reports within forty-five (45) days after the expense is incurred, (x) any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was incurred, (y) the amount of expenses reimbursed in one (1) year will not affect the amount eligible for reimbursement in any subsequent year, and (z) the right to reimbursement under this agreement will not be subject to liquidation or exchange for another benefit. In no event shall the Company be liable for taxes or penalties imposed under Section 409A.

Application of Section 409A. (a) It is intended that all of Notwithstanding anything to the severance contrary set forth herein, any payments payable and benefits provided under this Agreement satisfy, to that constitute “deferred compensation” within the greatest extent possible, the exemptions from the application meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, the “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result commence in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless connection with Executive’s termination of employment constitutes unless and until Executive has also incurred a “separation from service” (as such term is defined under in Treasury Regulation Section 1.409A-1(h) (the “Separation From Service”)). (d) For purposes , unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of Section 409A (including, without limitation, severance pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulations Regulation Section 1.409A-2(b)(2)(iii1.409A-2(b)(2)(i)). For the avoidance of doubt, Executive’s right to receive any installment it is intended that severance payments under set forth in this Agreement (whether severance payments or otherwisesatisfy, to the greatest extent possible, the exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) 1.409A-1(b)(9). If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits provided under this Agreement constitutes constitute “deferred compensation” under Section 409A and if Executive is is, on the termination of service, a “specified employee” of the CompanyCompany or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from ServiceCode, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (ia) the date that is six months and one day after Executive’s Separation from From Service, and or (iib) the date of Executive’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company will (1or the successor entity thereto, as applicable) shall (i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits payments and benefits that Executive would otherwise have received through the Delayed Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits such amounts had not been so delayed pursuant to this Section 6.8, and (2ii) commence paying the balance of the Severance Benefits payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8Agreement.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(hl.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iiil.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.8 and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. (a) It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the one or more exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided to the maximum extent that such an exemption is available and any ambiguities herein shall be interpreted accordingly; provided, however, that to the extent such exemption is not available, the severance benefits and other payments under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)this Agreement are intended to comply with the requirements of Section 409A to the extent necessary to avoid adverse personal tax consequences , and this Agreement will be construed in a manner that complies consistent with Section 409A. If not so exemptsuch intention, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates incorporating by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. It is intended that (i) each installment of any benefits payable under this Agreement to Executive be regarded as a separate “separation from servicepayment” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)1.409A-2(b)(2)(i), Executive’s right to receive (ii) all payments of any installment payments such benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9)(iii), and (whether severance payments or otherwiseiii) shall be treated as a right any such benefits consisting of COBRA premiums also satisfy, to receive a series the greatest extent possible, the exemption from the application of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentSection 409A provided under Treasury Regulations Section 1.409A-1(b)(9)(v). (ec) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Separation Agreement could become effective spans two calendar years, then, regardless of when the Separation Agreement is returned to the Company and becomes effective, the Separation Agreement will not be deemed effective (solely for purposes of the timing of payment of severance benefits under this Agreement) any earlier than the latest permitted effective date, and all severance payments shall accordingly occur in the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits severance will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”)death, the Company will will: (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.6(c); and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1Sections 6.2 and 6.3. No interest shall be due on any amounts deferred pursuant to this Section 6.86.6(c). (d) The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. (a) It is intended that all of the severance payments compensation payable under this Agreement satisfyAgreement, to the greatest extent possible, either complies with the exemptions from the application requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner that complies consistent with Section 409A. If not so exemptsuch intention, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates incorporating by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation Separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (ec) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Executive may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits severance will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”)death, the Company will will: (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.7(c); and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8Sections 6.1 and 6.

Application of Section 409A. (a) It is intended that all of the severance payments compensation payable under this Agreement satisfyAgreement, to the greatest extent possible, either complies with the exemptions from the application requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner that complies consistent with Section 409A. If not so exemptsuch intention, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates incorporating by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation Separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (ec) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Executive may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits severance will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”)death, the Company will will: (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.9(c); and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1Sections 6.1 and 6.2. No interest shall be due on any amounts deferred pursuant to this Section 6.86.9(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. (e) Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

Application of Section 409A. (a) It is intended that all of Notwithstanding anything to the severance contrary set forth herein, any payments payable and benefits provided under this Agreement satisfy, to that constitute “deferred compensation” within the greatest extent possible, the exemptions from the application meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result commence in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executiveconnection with Employee’s termination of employment constitutes unless and until Employee has also incurred a “separation from service” (as such term is defined under in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”)). (d) For purposes , unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of Section 409A (including, without limitation, severance pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulations Regulation Section 1.409A-2(b)(2)(iii1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments set forth in this Agreement satisfy, to the greatest extent possible, the exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and1.409A-1(b)(5), accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) 1.409A-1(b)(9). If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits provided under this Agreement constitutes constitute “deferred compensation” under Section 409A and if Executive is Employee is, on the termination of service, a “specified employee” of the CompanyCompany or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from ServiceCode, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (ia) the date that is six [ ] months and one day after ExecutiveEmployee’s Separation from From Service, and or (iib) the date of ExecutiveEmployee’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company will (1or the successor entity thereto, as applicable) shall (i) pay to Executive Employee a lump sum amount equal to the sum of the Severance Benefits payments and benefits that Executive Employee would otherwise have received through the Delayed Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits such amounts had not been so delayed pursuant to this Section 6.8, and (2ii) commence paying the balance of the Severance Benefits payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6.1this Agreement. No interest All reimbursements provided under this Agreement shall be due on subject to the following requirements: (i) the amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any amounts deferred 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 taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the requirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify the Employee for any taxes or interest that may be assessed by the Internal Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Section 6.8Agreement.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.86.7, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.86.7.

Application of Section 409A. (a) It is intended that all of the severance payments compensation payable under this Agreement satisfyAgreement, to the greatest extent possible, either complies with the exemptions from the application requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner that complies consistent with Section 409A. If not so exemptsuch intention, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates incorporating by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation Separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (ec) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits severance will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.after

Application of Section 409A. (a) It is intended that all of the severance payments compensation payable under this Agreement satisfyAgreement, to the greatest extent possible, either complies with the exemptions from the application requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner that complies consistent with Section 409A. If not so exemptsuch intention, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates incorporating by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation Separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii1.409A- 2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (ec) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits severance will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”)death, the Company will will: (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.6(c); and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1Sections 6.2 and 6.3. No interest shall be due on any amounts deferred pursuant to this Section 6.86.6(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. (a) It is intended that all of the severance payments compensation payable under this Agreement satisfyAgreement, to either complies with the greatest extent possible, the exemptions from the application requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner that complies consistent with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment termssuch intention. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (ec) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits severance will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”)death, the Company will will: (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.6(c); and (2) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1Sections 6.2(a) and 6.3(a). No interest shall be due on any amounts deferred pursuant to this Section 6.86.6(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement (i) shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred, (ii) the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year and (iii) the right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. (a) It is intended In the event that all of the Company determines that any cash severance payments payable payment benefit, accrued and unpaid bonus payment, or continued health, dental and vision insurance coverage benefits provided under this Agreement satisfyfails to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Code as a result of Section 409A(a)(2)(B)(i) of the Code, the payment of such benefit shall be accelerated to the greatest minimum extent necessary so that the benefit is not subject to the provisions of Section 409A(a)(1) of the Code. (The payment schedule as revised after the application of the preceding sentence shall be referred to as the “Revised Payment Schedule.”) However, in the event the payment of benefits pursuant to the Revised Payment Schedule would be subject to Section 409A(a)(1) of the Code, the payment of such benefits shall not be paid pursuant to the Revised Payment Schedule and instead the payment of such benefits shall be delayed to the minimum extent necessary so that such benefits are not subject to the provisions of Section 409A(a)(1) of the Code. The Board may otherwise modify the timing of payments, the amounts paid, and make other modifications pursuant to this Section 10.2 to preserve, as closely as possible, the exemptions from economic consequences that would have applied in the application absence of this Section 10.2; provided, however, that no such modification shall result in the payments being subject to Section 409A(a)(1) of the Code. Prior to any actual payments under this Agreement to Executive, Executive and the Company agree to work together in good faith to consider and implement amendments to this Agreement which are necessary or appropriate to avoid imposition of any additional tax or income recognition under Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under temporary or final Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this AgreementInternal Revenue Service guidance thereunder. The Company shall not be liable parties agree to Executive for any payment made under cooperate with each other and to take reasonably necessary steps in this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h))regard. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. (a) It is The payments contemplated by this Agreement are intended that all to be exempt from, or to comply with the requirements of, Section 409A of the severance payments Internal Revenue Code of 1986, as amended (the "Code"), and this Agreement shall be interpreted with that intent. Notwithstanding the foregoing, the tax treatment of amounts payable and benefits provided under this Agreement is not warranted or guaranteed, and neither the Companies, nor any of their respective members, shareholders, employees, directors, officers, agents or affiliates, shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive or any other taxpayer as a result of this Agreement, including by reason of Section 409A or any similar State statute. Notwithstanding anything to the contrary in this Agreement, if at the time Executive's employment terminates, Executive is a "specified employee," as defined below, any and all amounts payable under this Agreement satisfyon account of Executive's separation from service that would (but for this provision) be payable within six (6) months following the date of such separation from service, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Executive's death; except (A) to the greatest extent possibleof amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A- 1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the exemptions from Company in its reasonable good faith discretion); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the application requirements of Section 409A of the Code Code. For purposes of this Agreement, with respect to payments that are subject to Section 409A and that are payment upon or with reference to Executive's termination of employment, all references to "termination of employment" and correlative phrases shall be construed to require a "separation from service" (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein), from the Company, and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee term "specified employee" means an individual determined by the Company to be a specified employee of any particular tax effect to Executive the Company under this AgreementTreasury regulation Section 1.409A-1(i). The Company shall not be liable to Executive for any Each payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any shall be treated as a separate payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s and the right to receive any a series of installment payments under this Agreement (whether severance payments or otherwise) shall is to be treated as a right to receive a series of separate payments andpayments. To the extent required by Section 409A, accordinglyif the period for executing and not revoking the Release spans two taxable years, each installment the Severance Benefit shall be paid in the second taxable year. Any tax gross up payment hereunder shall at all times be considered a separate and distinct payment. (e) If made no later than the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” end of the Company, as such term is defined calendar year following the calendar year in Section 409A(a)(2)(B)(i) of which the Code at the time of Executive’s Separation from Service, then, solely related taxes are remitted to the extent necessary to avoid the incurrence of the adverse personal appropriate tax consequences authorities, or at such other specified time or schedule that may be permitted under Treas. Reg. Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”1.409A-3(i)(1)(v), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. (a) It is intended that all of Notwithstanding anything to the severance contrary set forth herein, any payments payable and benefits provided under this Agreement satisfy, to that constitute “deferred compensation” within the greatest extent possible, the exemptions from the application meaning of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, collectively “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result commence in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless connection with Executive’s termination of employment constitutes unless and until Executive has also incurred a “separation from service” (as such term is defined under in Treasury Regulation Section 1.409A-1(h)). ) (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)“Separation From Service”), Executive’s right unless the Company reasonably determines that such amounts may be provided to receive any installment payments Executive without causing him to incur the additional 20% tax under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) Section 409A. If the Company (or, if applicable, the successor entity thereto) determines that the any severance benefits provided under this Agreement constitutes payments constitute “deferred compensation” under Section 409A and if Executive is is, on the termination of service, a “specified employee” of the CompanyCompany or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from ServiceCode, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will severance payments shall be delayed as follows: on until the earlier to occur of of: (i) the date that is six months and one day after Executive’s Separation from From Service, and or (ii) the date of Executive’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company will (1or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance payments that Executive would otherwise have received through the Delayed Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits severance payments had not been so delayed pursuant to this Section 6.8, and (2B) commence paying the balance of the Severance Benefits severance pay in accordance with the applicable payment schedule schedules set forth in Section 6.1this Agreement. No interest The Company’s obligations to make any reimbursements or provide in-kind benefits to Executive shall be due subject to the following restrictions: (a) Executive must provide documentation of any reimbursable expenses in accordance with the Company’s then existing policies and procedures, (b) the expenses paid or reimbursed by the Company in one calendar year shall not affect the expenses paid or reimbursed in another calendar year, and (c) the reimbursement for any expenses shall be made within a reasonable period of time following the date on any amounts deferred pursuant to this Section 6.8which the Company receives written documentation of the expense, provided that all expenses will be reimbursed on or before the last day of the calendar year following the calendar year in which the expense was incurred.

Application of Section 409A. (a) It This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is intended that all either exempt from or compliant with the requirements Section 409A of the severance payments payable under Internal Revenue Code of 1986, as amended (the “Code”) and applicable advice and regulations issued thereunder. (b) Notwithstanding anything in this Agreement satisfyto the contrary, to the greatest extent possiblethat any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable hereunder by reason of the Executive’s termination of employment, such amount or benefit will not be payable or distributable to the exemptions Executive by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code and by reason of the regulations and other guidance thereunder and short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any state law amount upon a termination of similar effect (collectivelyemployment, “however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a -compliant “separation from service” or such later date as may be required by subsection (as defined under Treasury Regulation Section 1.409A-1(h))c) below. (dc) For Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service during a period in which he is a Specified Employee (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (1) if the payment or distribution is payable in a lump sum, the Executive’s right to receive any installment payments under this Agreement (whether severance payments payment or otherwise) shall be treated as a right to receive a series distribution of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines that the severance benefits provided under this Agreement constitutes “such non-exempt deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits compensation will be delayed as follows: on until the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, or the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum first day of the Severance Benefits that Executive would otherwise have received through seventh month following the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and Executive’s separation from service; and (2) commence paying if the balance payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following the Executive’s separation from service will be accumulated and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of the Severance Benefits in accordance with Executive’s death or the applicable first day of the seventh month following the Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to the Executive on such date and the normal payment or distribution schedule set forth in Section 6.1. No interest shall be due on for any amounts deferred pursuant to this Section 6.8remaining payments or distributions will resume.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless ExecutiveEmployee’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), ExecutiveEmployee’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . Notwithstanding anything to the contrary in this Agreement, to the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which Employee may consider and sign the Release spans two calendar years, such severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive Employee is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of ExecutiveEmployee’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after ExecutiveEmployee’s Separation from Service, and (iib) the date of ExecutiveEmployee’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1i) pay to Executive Employee a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive Employee would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.6 and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.86.6.

Application of Section 409A. (a) It is intended The parties intend that all of the severance payments payable under this Agreement satisfyand the payments and benefits provided hereunder will comply with, to the greatest extent possibleor be exempt from, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and all provisions of this Agreement will be construed construed, to the maximum extent possible, in a manner that complies consistent with the requirements for avoiding taxes or penalties under Section 409A. If not so exempt, this Agreement (and To the extent any definitions hereunder) will be construed in a manner payment hereunder due upon the occurrence of your termination of employment constitutes deferred compensation that complies with is subject to Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding is not otherwise exempt from complying with the provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (cthen such payment(s) No severance payments will be made under this Agreement not commence unless Executive’s termination of employment constitutes and until you have also incurred a “separation from service” (as such term is defined under in Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . If the Company determines that to the severance benefits provided under this Agreement extent any payment hereunder constitutes “deferred compensation” under Section 409A and if Executive is you are, on the termination of your employment, a “specified employee” of the CompanyCompany or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits such payment will be delayed as follows: on until the earlier to occur of of: (i) the date that is six months and one day after Executive’s Separation your separation from Serviceservice, and or (ii) the date of Executive’s your death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”), and the Company (or the successor entity thereto, as applicable) will (1A) pay to Executive you a lump sum amount equal to the sum of the Severance Benefits payments that Executive you would otherwise have received through the Delayed Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits payments had not been so delayed pursuant to this Section 6.8, and (2) commence paying the balance 6. Each installment of the Severance Benefits any payments provided for in accordance with the applicable payment schedule set forth in this Agreement is a separate “payment” for purposes of Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.409A.

Application of Section 409A. (ai) It is intended that all of Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments payable or separation benefits, are considered deferred compensation not exempt under this Agreement satisfy, to the greatest extent possibleSection 409A (together, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409ADeferred Payments”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to paid or otherwise provided until Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes has a “separation from service” (as defined under within the meaning of Section 409A. And for purposes of this Agreement, any reference to “termination of employment,” “termination” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(h)).1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (dii) For purposes of Section 409A (includingNotwithstanding anything to the contrary in this Agreement, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” within the meaning of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code 409A at the time of Executive’s Separation termination of employment (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from Serviceservice, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: become payable on the earlier to occur of (i) first payroll date that occurs on or after the date that is six (6) months and one (1) day after following the date of Executive’s Separation separation from Serviceservice. All subsequent Deferred Payments, and if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (ii6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company and all other Deferred Payments will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits be payable in accordance with the applicable payment schedule applicable to each payment or benefit. Each payment, installment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iii) Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 6.11.409A-1(b)(4) of the Treasury Regulations is not intended constitute to Deferred Payments for purposes of clause (i) above. (iv) Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit is not intended to constitute Deferred Payments for purposes of clause (i) above. No interest Any payment intended to qualify under this exemption must be made within the allowable time period specified in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. (v) To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of Section 409A, (1) all reimbursements hereunder shall be due made on or prior to the last day of the calendar year following the calendar year in which the expense was incurred by Executive, (2) any amounts right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (3) the amount of expenses eligible for reimbursement or in-kind benefits provided in any calendar year shall not in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided, in any other calendar year. (vi) Any tax gross-up that Executive is entitled to receive under this Agreement or otherwise shall be paid to Executive no later than December 31 of the calendar year following the calendar year in which Executive remits the related taxes. (vii) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred pursuant compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (viii) The payments and benefits provided under Sections 3(a) and 3(b) are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 6.8.409A.

Application of Section 409A. (a) It is intended that all of Notwithstanding anything to the severance contrary set forth herein, any payments payable and benefits provided under this Agreement satisfy, to that constitute “deferred compensation” within the greatest extent possible, the exemptions from the application meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance thereunder and any state law of similar effect (collectively, collectively “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result commence in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless connection with Executive’s termination of employment constitutes unless and until the Executive has also incurred a “separation from service” (as such term is defined under in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”))., unless the Company reasonably determines that such amounts may be provided to Executive without causing him to incur the additional 20% tax under Section 409A. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (eb) If the Company (or, if applicable, the successor entity thereto) determines that the any severance benefits provided under this Agreement constitutes payments constitute “deferred compensation” under Section 409A and if Executive is is, on the termination of service, a “specified employee” of the CompanyCompany or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from ServiceCode, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will severance payments shall be delayed as follows: on until the earlier to occur of of: (i) the date that is six months and one day after Executive’s Separation from From Service, and or (ii) the date of Executive’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company will (1or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance payments that Executive would otherwise have received through the Delayed Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits severance payments had not been so delayed pursuant to this Section 6.8, and (2B) commence paying the balance of the Severance Benefits severance pay in accordance with the applicable payment schedule schedules set forth in this Agreement. (c) To the extent that any cash payment for which the Company or its successor may become obligated to pay under Section 6.1. No interest 2.6(c)(iii) above is deferred compensation for purposes of Section 409A, then the definition of Change of Control for purposes of triggering a payment to Executive under that provision shall be due limited to those events that constitute “change in control events” as specified in Treasury Regulation 1.409A-3 if necessary to avoid the imposition of the additional 20% tax under section 409A. (d) The Company’s obligations to make any reimbursements or provide in-kind benefits to Executive shall be subject to the following restrictions: (a) Executive must provide documentation of any reimbursable expenses in accordance with the Company’s then existing policies and procedures, (b) the expenses paid or reimbursed by the Company in one calendar year shall not affect the expenses paid or reimbursed in another calendar year, and (c) the reimbursement for any expenses shall be made within a reasonable period of time following the date on any amounts deferred pursuant to this Section 6.8which the Company receives written documentation of the expense, provided that all expenses will be reimbursed on or before the last day of the calendar year following the calendar year in which the expense was incurred.

Application of Section 409A. (a) It is intended that none of the severance payments and benefits under this Agreement constitute deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) (“Deferred Payments”) but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral” rule set forth in Treasury Regulations Section 1.409A-1(b)(4). However, (i) if any severance payments or benefits under this Agreement would be considered Deferred Payments and (ii) if Executive is a “specified employee” within the meaning of Section 409A at the time of the termination of Executive’s Continuous Service Status, any Deferred Payments that otherwise are payable within the first six (6) months following such termination will become payable on the on the first date that occurs on or after the earliest of (x) the date six (6) months and one (1) day following the date of such termination, (y) the date of Executive’s death, and (z) such earlier date as permitted under Section 409A without causing any tax to become due under Section 409A. Upon the first business day following the expiration of such applicable Section 409A(a)(2)(B)(i) period, any payments delayed in accordance with this paragraph will be paid to the Executive in a lump sum. No interest shall be due on any amounts so deferred. (b) Each severance payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Treasury Regulations Section 1.409A-2(b)(2). (c) It is intended that all of the severance benefits and payments payable under this Agreement satisfycomply with, to the greatest extent possibleor be exempt from, the exemptions from the application requirements of Section 409A so that none of the Code payments and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) benefits to be provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this the Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with subject to the additional tax imposed under Section 409A, and incorporates by reference all required definitions any ambiguities herein will be interpreted to so comply or be exempt. Executive and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any particular additional tax effect or income recognition prior to actual payment to Executive under this Agreement. The Section 409A. In no event will the Company shall not be liable to reimburse Executive for any payment made under this Agreement which is determined to taxes that may be imposed on Executive as result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under of Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. All payments provided under this Agreement are intended to constitute separate payments for purposes of Code Section 409A, including but not limited to Treasury Regulation Section 1.409A-2(b)(2). (a) The cash severance payment provided under Section 2.2 shall be paid no later than March 15th of the calendar year following the calendar year in which the Covered Termination occurs. It is intended that all the intention of the preceding sentence to apply the “short-term deferral rule” set forth in Treasury Regulation Section 1.409A-1(b)(4) to such payments. If it is determined that the cash severance payments payable under this Agreement satisfy, to do not satisfy the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided requirements for exemption under Treasury Regulations Regulation Section 1.409A-1(b)(4), such payments are intended to be compliant with Treasury Regulation Sections 1.409A-1(b)(41.409A-3(a) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409Aas such, and incorporates by reference all required definitions paid not later than the later of (x) December 31st of the year of the Covered Termination and payment terms(y) the 15th day of the third calendar month following the date of the Covered Termination. (b) The preceding Amounts paid pursuant to Section 2.3 (that is, continued health insurance premiums) are intended to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(B) and to the extent not so exempt, that it is paid in compliance with Code Section 409A under Treasury Regulation Section 1.409A-3(i)(1)(iv), the provisions shall not be construed as a guarantee of which are expressly incorporated by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A.reference herein. (c) No severance payments will The continued life insurance benefit provided under Section 2.4 is intended to be made under this Agreement unless Executive’s termination of employment constitutes a “separation exempt from service” (as defined Code Section 409A under Treasury Regulation Section 1.409A-1(h1.409A-1(b)(9)(v)(C) and (D), and to the extent not so exempt, that it is paid in compliance with Code Section 409A under Treasury Regulation Section 1.409A-3(i)(1)(iv), the provisions of which are expressly incorporated by reference herein. (d) For purposes of The outplacement assistance payments provided under Section 2.5 are intended to be exempt from Code Section 409A (includingpursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(A) and to the extent not so exempt, without limitation, for purposes of that it is paid in compliance with Code Section 409A under Treasury Regulations Regulation Section 1.409A-2(b)(2)(iii)1.409A-3(i)(1)(iv), Executive’s right the provisions of which are expressly incorporated by reference herein (with the amount of expenses eligible for reimbursement in a given calendar month equal to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series the monthly pro-rata amount of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentthe total allowance). (e) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Payments pursuant to Section 2.6 are intended to be exempt from Code Section 409A pursuant to Treasury Regulation Sections 1.409A-1(b)(4), (5) and (6). (f) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of his separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the Companypayments upon separation from service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, as then to the extent delayed commencement of any portion of such term payments is defined required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) of and the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the related adverse personal tax consequences taxation under Section 409A, such payments shall not be provided prior to the timing of the Severance Benefits will be delayed as follows: on the earlier to occur earliest of (i) the expiration of the six-month period measured from the date that is six months and one day after of Executive’s Separation separation from Serviceservice with the Company, and (ii) the date of Executive’s death or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), the Company will (1) pay all payments deferred pursuant to Executive this paragraph shall be paid in a lump sum amount equal to Executive or the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8applicable benefit carrier, and (2) commence paying the balance of the Severance Benefits any remaining payments due shall be paid as otherwise provided herein or in accordance with the applicable payment schedule set forth in Section 6.1agreement. No interest shall be due on any amounts deferred pursuant to this Section 6.8so deferred.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.6.8 and

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless ExecutiveEmployee’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), ExecutiveEmployee’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . Notwithstanding anything to the contrary in this Agreement, to the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which Employee may consider and sign the Release spans two calendar years, such severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive Employee is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of ExecutiveEmployee’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after ExecutiveEmployee’s Separation from Service, and (iib) the date of ExecutiveEmployee’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1i) pay to Executive Employee a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive Employee would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.6 and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.86.6.

Application of Section 409A. (ai) It is intended that all of Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments payable or separation benefits, are considered deferred compensation not exempt under this Agreement satisfy, to the greatest extent possibleSection 409A (together, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409ADeferred Payments”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to paid or otherwise provided until Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes has a “separation from service” (as defined under within the meaning of Section 409A. And for purposes of this Agreement, any reference to “termination of employment,” “termination” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(h)).1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (dii) For purposes of Section 409A (includingNotwithstanding anything to the contrary in this Agreement, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” within the meaning of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code 409A at the time of Executive’s Separation termination of employment (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from Serviceservice, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: become payable on the earlier to occur of (i) first payroll date that occurs on or after the date that is six (6) months and one (1) day after following the date of Executive’s Separation separation from Serviceservice. All subsequent Deferred Payments, and if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (ii6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company and all other Deferred Payments will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits be payable in accordance with the applicable payment schedule applicable to each payment or benefit. Each payment, installment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iii) Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 6.11.409A-1(b)(4) of the Treasury Regulations is not intended constitute to Deferred Payments for purposes of clause (i) above. (iv) Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit is not intended to constitute Deferred Payments for purposes of clause (i) above. No interest Any payment intended to qualify under this exemption must be made within the allowable time period specified in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. (v) To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of Section 409A, (1) all reimbursements hereunder shall be due made on or prior to the last day of the calendar year following the calendar year in which the expense was incurred by Executive, (2) any amounts right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (3) the amount of expenses eligible for reimbursement or in-kind benefits provided in any calendar year shall not in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided, in any other calendar year. (vi) Any tax gross-up that Executive is entitled to receive under this Agreement or otherwise shall be paid to Executive no later than December 31 of the calendar year following the calendar year in which Executive remits the related taxes. (vii) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred pursuant compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (viii) The payments and benefits provided under Sections 3(a) and 3(a) are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 6.8409A. 5Limitation on Payments. a. Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code; and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of

Application of Section 409A. (a) It is intended that all of the severance payments compensation payable under this Agreement satisfyAgreement, to the greatest extent possible, either complies with the exemptions from the application requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner that complies consistent with Section 409A. If not so exemptsuch intention, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates incorporating by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation Separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (ec) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Executive may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits severance will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”)death, the Company will will: (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.10(c); and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8Sections 6.1 and 6.

Application of Section 409A. (a) It is intended that all of the severance The payments payable and benefits under this Agreement satisfy, are intended to the greatest extent possible, the qualify for exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and other any guidance promulgated thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies to the greatest extent possible as consistent with Section 409A. If those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by 409A to the Company of any particular tax effect extent necessary to Executive avoid adverse taxation under this Agreement. The Company shall not be liable to Executive for Section 409A. To the extent any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under may be classified as a “short-term deferral” within the meaning of Section 409A, nor for reporting in good faith any such payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under this Agreement unless Executive’s another provision of Section 409A. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, will not be deemed to have occurred for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a Separation from Service. Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall will at all times be considered a separate and distinct payment. (e) If . Notwithstanding any provision to the Company determines that the severance benefits provided under contrary in this Agreement constitutes “deferred compensation” under Section 409A and Agreement, if Executive is a “specified employee” of deemed by the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code Company at the time of Executive’s Separation from ServiceService to be a “specified employee” for purposes of Section 409A, 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 commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A and the incurrence of the related adverse personal tax consequences taxation under Section 409A, such payments will not be provided to Executive prior to the timing earliest of (a) the expiration of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) six-month period measured from the date that is six months and one day after Executive’s of Separation from Service, and (iib) the date of Executive’s death or (c) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. With respect to payments to be made upon execution of an effective release, if the release revocation period spans two calendar years, payments will be made in the second of the two calendar years to the extent necessary to avoid adverse taxation under Section 409A. With respect to reimbursements or in-kind benefits provided hereunder (or otherwise) that are not exempt from Section 409A, the “Delayed Initial Payment Date”)following rules will apply: (x) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one taxable year will not affect the expenses eligible for reimbursement, or in-kind benefit to be provided in any other taxable year, (y) in the case of any reimbursements of eligible expenses, reimbursement will be made on or before the last day of the taxable year following the taxable year in which the expense was incurred and (z) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, the Company will (1) pay reserves the right to Executive a lump sum amount equal amend this Agreement as it deems necessary or advisable, in its sole discretion and without Executive’s consent, to comply with Section 409A or to avoid income recognition under Section 409A prior to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the actual payment of severance benefits hereunder or imposition of any additional tax. In no event will the Severance Benefits had not been delayed pursuant to this Company reimburse Executive for any taxes or other costs that may be imposed on Executive as result of Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.409A.

Application of Section 409A. (a) It is intended that all of the severance payments compensation payable under this Agreement satisfyAgreement, to the greatest extent possible, either complies with the exemptions from the application requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner that complies consistent with Section 409A. If not so exemptsuch intention, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates incorporating by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation Separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (ec) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits severance will be delayed as follows: on the earlier to occur of (ix) the date that is six months and one day after Executive’s Separation from Service, and (iiy) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”)death, the Company will will: (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.6(c); and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1Sections 6.2 and 6.3. No interest shall be due on any amounts deferred pursuant to this Section 6.86.6(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits severance will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance had not been delayed pursuant to this Section 6.8, 6.6 and (2ii) commence paying the balance of the Severance Benefits severance in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.86.6.

Application of Section 409A. 11.1 Notwithstanding anything contained in this Agreement to the contrary, no amount payable on account of Executive’s termination of employment which constitutes a “deferral of compensation” (a“Section 409A Deferred Compensation”) It is intended that all within the meaning of the severance payments payable under this Agreement satisfy, Treasury Regulations issued pursuant to the greatest extent possible, the exemptions from the application of Section 409A of the Code and (the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A409A Regulations”) provided under Treasury Regulations Sections 1.409A-1(b)(4) shall be paid unless and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to until Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes has incurred a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes within the meaning of the Section 409A (includingRegulations. Furthermore, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” within the meaning of the Company, Section 409A Regulations as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time date of Executive’s Separation separation from Serviceservice, then, solely no amount that constitutes Section 409A Deferred Compensation which is payable on account of Executive’s separation from service shall be paid to Executive before the extent necessary to avoid date (the incurrence “Delayed Payment Date”) which is the first day of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) seventh month after the date that is six months and one day after of Executive’s Separation separation from Serviceservice or, and (ii) if earlier, the date of Executive’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Sections 7.1(b), 7.2(a), 7.3(a) and 8.2 of this Agreement shall be made in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (Separation Pay Plans) or Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals), as applicable. 11.2 To the extent that all or any portion of the Company’s payment of or reimbursement to Executive for the cost of health care coverage premiums pursuant to Sections 7.1(b)(iii), 7.2(a) and 8.2(b) (the “Company-Provided Benefits”) would exceed an amount for which, or continue for a period of time in excess of which, such Company Provided Benefits would qualify for an exemption from treatment as Section 409A Deferred Compensation, then, for the duration of the applicable period during which the Company is required to provide such benefits: (a) the amount of Company-Provided Benefits furnished in any taxable year of Executive shall not affect the amount of Company-Provided Benefits furnished in any other taxable year of Executive; (b) any right of Executive to Company-Provided Benefits shall not be subject to liquidation or exchange for another benefit; and (c) any reimbursement for Company-Provided Benefits to which Executive is entitled shall be paid no later than the last day of Executive’s taxable year following the taxable year in which Executive’s expense for such Company-Provided Benefits was incurred. 11.3 Upon any Change of Control which is not a Section 409A Change of Control, any equity-based award which constitutes Section 409A Deferred Compensation and which would vest and become payable in accordance with Section 8.1 shall vest in full as provided by Section 8.1 but shall be converted automatically at the effective time of such Change of Control into a right to receive in cash on the date or dates such award would have been settled in accordance with its then existing settlement schedule (or on such earlier datedate as provided by Section 8.2(c) or on such earlier date when a Section 409A Change of Control subsequently occurs) an amount or amounts equal in the aggregate to the intrinsic value of the equity award at the time of the Change of Control. 11.4 Notwithstanding any provision of this Agreement to the contrary, to the “Delayed Initial Payment Date”)extent that any amount constituting Section 409A Deferred Compensation would become payable under this Agreement solely by reason of a Change of Control, such amount shall become payable only if the event constituting a Change of Control would also constitute a Section 409A Change of Control. 11.5 Executive and the Company intend that any right of Executive to receive installment payments under this Agreement shall, for all purposes of Section 409A, be treated as a right to a series of separate payments. 11.6 The Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Internal Revenue Code. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A and the Section 409A Regulations. However, the Company will (1) pay does not guarantee any particular tax effect for income provided to Executive a lump sum amount equal pursuant to this Agreement. In any event, except for the sum of Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Executive, the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of Company shall not be responsible for the payment of the Severance Benefits had not been delayed any applicable taxes incurred by Executive on compensation paid or provided to Executive pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8Agreement.

Application of Section 409A. (a) It is intended that all of the severance payments Severance Benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with is so exempt from Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. . In the event that the terms of this Agreement would subject Employee to any additional tax, penalty or interest under Section 409A (b) the “409A Penalties”), the Company and Executive shall cooperate in good faith to amend the terms of this Agreement to avoid such 409A Penalties, if possible, while preserving the intended economic effects of the Agreement to the greatest extend possible. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive Employee under this Agreement. The Company shall not be liable to Executive Employee for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments 409A. Notwithstanding anything to the contrary set forth herein, no Severance Benefits that constitute nonqualified deferred compensation not exempt from the application of Section 409A will be made under this Agreement unless Executive’s termination of employment constitutes until Employee has incurred a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), ExecutiveEmployee’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. (a) It is intended that all of the severance payments payable benefits provided under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) ), 1.409A-1(b)(5), and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies to the greatest extent possible as consistent with Section 409A. If those provisions. To the extent not so exempt, this Agreement (and any definitions hereunderin this Agreement) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall under this Agreement will at all times be considered a separate and distinct payment. . Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (eor under any other arrangement with Executive) that constitute “deferred compensation” shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a Separation from Service. If the Company determines that any of the severance payments or benefits upon a Separation from Service provided under this Agreement constitutes (or under any other arrangement with Executive) constitute “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, Company (as such term is defined in Section 409A(a)(2)(B)(i) of the Code Code) at the time of Executive’s his Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (ii) the date of Executive’s death (such the earlier date, the “Delayed Initial Payment Date”), the Company will (1A) pay to Executive a lump sum amount equal to the sum of the Severance Benefits payments upon Separation from Service that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits payments had not been delayed pursuant to this Section 6.87.11, and (2B) commence begin paying the balance of the Severance Benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6.1above. No interest shall will be due on any amounts deferred pursuant to this Section 6.8.so deferred

Application of Section 409A. (a) It is intended that all of the severance benefits and payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies to the greatest extent possible as consistent with Section 409A. those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments payments, reimbursements or otherwise) shall will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall will at all times be considered a separate and distinct payment. (e) If . Notwithstanding any provision to the Company determines that the severance benefits provided under contrary in this Agreement constitutes “deferred compensation” under Section 409A and Agreement, if Executive is deemed by the Company at the time of her Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the Companypayments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, as then if delayed commencement of any portion of such term payments is defined in required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) of and the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the related adverse personal tax consequences taxation under Section 409A, the timing of the Severance Benefits payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1A) pay to Executive a lump sum amount equal to the sum of the Severance Benefits payments upon Separation from Service that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits payments had not been delayed pursuant to this Section 6.8paragraph, and (2B) commence paying the balance of the Severance Benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6.1above. No interest shall will be due on any amounts deferred so deferred. To the extent that any severance payments or benefits payable to Executive pursuant to this Agreement are not otherwise exempt from the application of Code Section 6.8409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of severance will not be made or begin until the later calendar year.

Application of Section 409A. (a) It is intended that all of the severance payments payable under If any compensation or benefits provided by this Agreement satisfy, to the greatest extent possible, the exemptions from may result in the application of Section 409A of the Code and Code, the regulations and other guidance thereunder and any state law Company shall, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary in order to, where applicable, (i) exclude such compensation from the definition of similar effect “deferred compensation” within the meaning of such Section 409A or (collectively, “Section 409A”ii) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies comply with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with the provisions of Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and incorporates by reference all required definitions and payment termsto make such modifications, in each case, without any diminution in the value of the payments to the Executive. (b) The preceding provisions shall not Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive is determined to be construed a “specified employee” within the meaning of Section 409A(a)(2)(B), (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii), and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), as a guarantee result of such termination, the Executive would receive any payment that, absent the application of this Section 5(b), would be subject to interest and additional tax imposed pursuant to Section 409A(a) as a result of the application of Section 409A(2)(B)(i), then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect to any lump sum payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i), the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank. (c) To the extent that the provision of health insurance following the Date of Termination is so delayed, the Executive shall be entitled to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) during such period of delay, and the Company shall reimburse the Executive for any Company portions of such COBRA Coverage in the seventh month following the Date of Termination. (d) To the extent that any benefits to be provided during the Delay Period are considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Section 409A, the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any particular tax effect to Executive under remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified herein. (e) Any provisions of this Agreement. The Agreement or any other compensation plan notwithstanding, the Company shall not be liable have no right to Executive for accelerate any such payment made under this Agreement which is determined hereunder or thereunder except to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income the extent permitted under Section 409A. (cf) No severance payments For purposes of Section 409A, each payment made after termination of employment, including COBRA continuation reimbursement payments, will be made under this Agreement unless Executive’s considered one of a series of separate payments. (g) A termination of employment constitutes shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes within the meaning of Section 409A (including, without limitationand, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii))any such provision of this Agreement, Executive’s right references to receive any installment payments a “termination,” “termination of employment” or like terms shall mean “separation from service.” (h) Any amount that Executive is entitled to be reimbursed under this Agreement (whether severance payments or otherwise) shall that may be treated as taxable compensation, will be reimbursed to Executive as promptly as practical and in any event not later than sixty (60) days after the end of the calendar year in which the expenses are incurred; provided that Executive shall have provided a right reimbursement request to receive a series the Company no later than thirty (30) days prior to the date the reimbursement is due. The amount of separate payments andthe expenses eligible for reimbursement during any calendar year will not affect the amount of expenses for reimbursement in any other calendar year, accordingly, each installment payment hereunder shall at all times except as may be considered a separate and distinct paymentrequired pursuant to an arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code. (ei) If the The Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” shall not be obligated to reimburse Executive for any tax penalty or interest or provide a gross-up in connection with any tax liability of Executive under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.409A.

Application of Section 409A. 11.1 Notwithstanding anything contained in this Agreement to the contrary, no amount payable on account of Executive’s termination of employment which constitutes a “deferral of compensation” (a“Section 409A Deferred Compensation”) It is intended that all within the meaning of the severance payments payable under this Agreement satisfy, Treasury Regulations issued pursuant to the greatest extent possible, the exemptions from the application of Section 409A of the Code and (the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A409A Regulations”) provided under Treasury Regulations Sections 1.409A-1(b)(4) shall be paid unless and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to until Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes has incurred a “separation from service.” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of this Agreement, “separation from service” shall have the meaning of such term as defined by the Section 409A (includingRegulations. Furthermore, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” within the meaning of the Company, Section 409A Regulations as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time date of Executive’s Separation separation from Serviceservice, then, solely no amount that constitutes Section 409A Deferred Compensation which is payable on account of Executive’s separation from service shall be paid to Executive before the extent necessary to avoid date (the incurrence “Delayed Payment Date”) which is first day of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of seventh (i7th) month after the date that is six months and one day after of Executive’s Separation separation from Serviceservice or, and (ii) if earlier, the date of Executive’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. 11.2 To the extent that all or any portion of the Company’s payment of or reimbursement to Executive for the cost of health care coverage premiums pursuant to Sections 7.1(b)(ii), 7.2(a), or 8.2(b) (the “Company-Provided Benefits”) would exceed an amount for which, or continue for a period of time in excess of which, such Company Provided Benefits would qualify for an exemption from treatment as Section 409A Deferred Compensation, then, for the duration of the applicable period during which the Company is required to provide such benefits: (a) the amount of Company-Provided Benefits furnished in any taxable year of Executive shall not affect the amount of Company-Provided Benefits furnished in any other taxable year of Executive; (b) any right of Executive to Company-Provided Benefits shall not be subject to liquidation or exchange for another benefit; and (c) any reimbursement for Company-Provided Benefits to which Executive is entitled shall be paid no later than the last day of Executive’s taxable year following the taxable year in which Executive’s expense for such Company-Provided Benefits was incurred. 11.3 Any equity award which constitutes Section 409A Deferred Compensation and which would vest and become payable upon a Change of Control in accordance with Section 8.1 shall vest in full as provided by Section 8.1 but shall be converted automatically at the effective time of such Change of Control into a right to receive in cash on the date or dates such award would have been settled in accordance with its then existing settlement schedule (or on such earlier datedate as provided by Section 8.2(c)) an amount or amounts equal in the aggregate to the intrinsic value of the equity award at the time of the Change of Control. 11.4 Notwithstanding any provision of this Agreement to the contrary, to the “Delayed Initial Payment Date”)extent that any amount constituting Section 409A Deferred Compensation would become payable under this Agreement solely by reason of a Change of Control, such amount shall become payable only if the event constituting a Change of Control would also constitute a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of the Section 409A Regulations. 11.5 The Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Code. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A and the Section 409A Regulations. However, the Company will (1) pay does not guarantee any particular tax effect for income provided to Executive a lump sum amount equal pursuant to this Agreement. In any event, except for the sum of Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Executive, the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of Company shall not be responsible for the payment of the Severance Benefits had not been delayed any applicable taxes incurred by Executive on compensation paid or provided to Executive pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8Agreement.

Application of Section 409A. (a) It is intended The Parties intend that all this Agreement and the payments made hereunder will be exempt from, or comply with, the requirements of Section 409A of the severance Internal Revenue Code of 1986, as amended, the regulations and other guidance thereunder, and any state law of similar effect (collectively “Section 409A”), and this Agreement will be interpreted and applied to the greatest extent possible in a manner that is consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding anything to the contrary set forth herein, any payments payable and benefits provided under this Section 5 that constitute “deferred compensation” within the meaning of Section 409A will not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A. For the avoidance of doubt, the Parties intend that the Separation Benefits satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9). However, and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If if the Company determines that the severance benefits provided under this Agreement constitutes Separation Benefits constitute “deferred compensation” under Section 409A and if Executive is is, as of the separation from service, a “specified employee” of the CompanyCompany or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance payment of the Separation Benefits will be delayed as follows: on until the earlier to occur of of: (i) the date that is six months and one day after Executive’s Separation separation from Serviceservice, and or (ii) the date of Executive’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”), and the Company (or the successor entity thereto, as applicable) will (1A) pay to Executive a lump sum amount equal to the sum of the Severance Separation Benefits payments that Executive would otherwise have received through the Delayed Specified Employee Initial Payment Date if the commencement of the payment of the Severance Separation Benefits had not been so delayed pursuant to this Section 6.8Section, and (2B) commence paying the balance of the Severance Separation Benefits in accordance with the applicable payment schedule schedules set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8Agreement.

Application of Section 409A. (a) It is intended that all of the severance Severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance Severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance Severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . If the Company determines that the severance benefits Severance payments provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits payments will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits payments had not been delayed pursuant to this Section 6.8, 6.7 and (2ii) commence paying the balance of the Severance Benefits payments in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.86.7.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits Severance Benefits or Change in Control Severance Benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits or Change in Control Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits or Change in Control Severance Benefits had not been delayed pursuant to this Section 6.8, 6.6 and (2ii) commence paying the balance of the Severance Benefits or Change in Control Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.86.6.

Application of Section 409A. (ai) It Each payment and benefit payable under the Agreement is intended that all to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment termsRegulations. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (eii) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” within the meaning of the Company, as such term is defined in Section 409A(a)(2)(B)(i) 409A of the Code at the time of Executive’s Separation separation from Serviceservice, then, solely to any Deferred Payments that otherwise are payable within the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits first six (6) months following Executive’s separation from service will be delayed as follows: become payable on the earlier to occur first payroll date that occurs on or after the earliest of (ix) the date that is six (6) months and one (1) day after following the date of Executive’s Separation separation from Serviceservice, and (iiy) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8death, and (2z) commence paying the balance such earlier date as permitted under Section 409A of the Severance Benefits Code without the imposition of adverse taxation. Upon the first payroll date following the expiration of such applicable Section 409A(a)(2)(B)(i) period, any payments delayed in accordance with this paragraph will be paid to the Executive in a lump sum, and all other Deferred Payments will be payable in accordance with the applicable payment schedule set forth in Section 6.1applicable to each payment or benefit. No interest shall be due on any amounts deferred so deferred. (iii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (ii) above. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (ii) above. (iv) Amounts paid pursuant to Section 2(c) (that is, continued health insurance premiums) are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulations Section 1.409A-1(b)(9)(v)(B) and to the extent not so exempt or otherwise exempt, are intended to be paid in compliance with Treasury Regulations Section 1.409A-3(a)(1), the provisions of which are expressly incorporated into this Agreement by reference. (v) It is intended that all of the benefits and payments under this Agreement comply with, or be exempt from, the requirements of Section 6.8409A of the Code so that none of the payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A of the Code, and any ambiguities herein will be interpreted to so comply or be exempt. Executive and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A of the Code. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as result of Section 409A of the Code.

Application of Section 409A. (a) It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Internal Revenue Code Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies to the greatest extent possible as consistent with Section 409A. If not so exemptthose provisions, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by to the Company of any particular tax effect to Executive under this Agreementextent applicable. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Regulation Section 1.409A-2(b)(2)(iii1.409A 2(b)(2)(iii)), Executivethe Employee’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . If the Employee is deemed by the Company determines that at the severance benefits provided under this Agreement constitutes time of his “deferred compensationseparation from service” under Section 409A and if Executive is to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any of the Company, as payments upon “separation from service” set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such term payments is defined in required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) of and the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the related adverse personal tax consequences taxation under Section 409A, such payments shall not be provided to the timing of Employee prior to the Severance Benefits will be delayed as follows: on the earlier to occur earliest of (i) the expiration of the six-month period measured from the date that is six months and one day after Executiveof the Employee’s Separation “separation from Serviceservice” with the Company, and (ii) the date of Executive’s his or her death or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been all payments delayed pursuant to this Section 6.8paragraph shall be paid in a lump sum to the Employee, and (2) commence paying the balance of the Severance Benefits any remaining payments due shall be paid as otherwise provided herein or in accordance with the applicable payment schedule set forth in Section 6.1agreement. No interest shall be due on any amounts deferred pursuant to this Section 6.8so deferred.

Application of Section 409A. (a) It is intended that all of Notwithstanding anything to the severance contrary set forth herein, any payments payable and benefits provided under this Agreement satisfy, to that constitute “deferred compensation” within the greatest extent possible, the exemptions from the application meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code’’) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”’’) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result commence in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless connection with Executive’s termination of employment constitutes unless and until Executive has also incurred a Separation From Service unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of severance pay provided for in this Agreement is a separate “separation from servicepayment” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Regulation Section 1.409A-2(b)(2)(iii1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments set forth in this Agreement satisfy, to the greatest extent possible, the exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and1.409A-1(b)(5), accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) 1.409A-1(b)(9). If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits provided under this Agreement constitutes constitute “deferred compensation” under Section 409A and if Executive is is, on the termination of service, a “specified employee” of the CompanyCompany or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from ServiceCode, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (ia) the date that is six months and one day after Executive’s Separation from From Service, and or (iib) the date of Executive’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company will (1or the successor entity thereto, as applicable) shall (i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits payments and benefits that Executive would otherwise have received through the Delayed Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits such amounts had not been so delayed pursuant to this Section 6.8, and (2ii) commence paying the balance of the Severance Benefits payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8Agreement.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless ExecutiveEmployee’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), ExecutiveEmployee’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which Employee may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive Employee is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of ExecutiveEmployee’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after ExecutiveEmployee’s Separation from Service, and (iib) the date of ExecutiveEmployee’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1i) pay to Executive Employee a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive Employee would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.6 and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.86.6.

Application of Section 409A. (ai) It Each payment and benefit payable under the Agreement is intended that all to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment termsRegulations. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (eii) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” within the meaning of the Company, as such term is defined in Section 409A(a)(2)(B)(i) 409A of the Code at the time of Executive’s Separation separation from Serviceservice, then, solely to any Deferred Payments that otherwise are payable within the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits first six (6) months following Executive’s separation from service will be delayed as follows: become payable on the earlier to occur first payroll date that occurs on or after the earliest of (ix) the date that is six (6) months and one (1) day after following the date of Executive’s Separation separation from Serviceservice, and (iiy) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8death, and (2z) commence paying the balance such earlier date as permitted under Section 409A of the Severance Benefits Code without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Section 409A(a)(2)(B)(i) period, any payments delayed in accordance with this paragraph will be paid to the Executive in a lump sum, and all other Deferred Payments will be payable in accordance with the applicable payment schedule set forth in Section 6.1applicable to each payment or benefit. No interest shall be due on any amounts deferred so deferred. (iii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (ii) above. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (ii) above. (iv) Amounts paid pursuant to Section 2(b) (that is, continued health insurance premiums) are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulations Section 1.409A-1(b)(9)(v)(B) and to the extent not so exempt or otherwise exempt, are intended to be paid in compliance with Treasury Regulations Section 1.409A-3(a)(1), the provisions of which are expressly incorporated into this Agreement by reference. (v) It is intended that all of the benefits and payments under this Agreement comply with, or be exempt from, the requirements of Section 6.8409A of the Code so that none of the payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A of the Code, and any ambiguities herein will be interpreted to so comply or be exempt. Executive and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A of the Code. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as result of Section 409A of the Code.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits Severance Benefits or Change in Control Severance Benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employeeExecutive” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits or Change in Control Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits or Change in Control Severance Benefits had not been delayed pursuant to this Section 6.8, 6.8 and (2ii) commence paying the balance of the Severance Benefits or Change in Control Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. (a) It is The payments contemplated by this Agreement are intended that all to be exempt from, or to comply with the requirements of, Section 409A of the severance payments Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement shall be interpreted with that intent. Notwithstanding the foregoing, the tax treatment of amounts payable and benefits provided under this Agreement is not warranted or guaranteed, and neither the Company nor any of its members, shareholders, employees, directors, officers, agents or affiliates, shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive or any other taxpayer as a result of this Agreement, including by reason of Section 409A or any similar State statute. Notwithstanding anything to the contrary in this Agreement, if at the time Executive’s employment terminates, Executive is a “specified employee,” as defined below, any and all amounts payable under this Agreement satisfyon account of Executive’s separation from service that would (but for this provision) be payable within six (6) months following the date of such separation from service, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Executive’s death; except (A) to the greatest extent possibleof amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the exemptions from Company in its reasonable good faith discretion); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the application requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law Code. For purposes of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable , with respect to Executive for any payment made under this Agreement which is determined payments that are subject to result in an additional tax, penalty Section 409A and that are payable upon or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless with reference to Executive’s termination of employment constitutes employment, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein), from the Company, and the term “specified employee” means an individual determined by the Company to be a specified employee of the Company under Treasury Regulation regulation Section 1.409A-1(h1.409A-1(i)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s . Each payment made under this Agreement shall be treated as a separate payment and the right to receive any a series of installment payments under this Agreement (whether severance payments or otherwise) shall is to be treated as a right to receive a series of separate payments andpayments. To the extent required by Section 409A, accordinglyif the period for executing and not revoking the Release spans two taxable years, each installment the Severance Benefit shall be paid in the second taxable year. Any tax gross up payment hereunder shall at all times be considered a separate and distinct payment. (e) If made no later than the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” end of the Company, as such term is defined calendar year following the calendar year in Section 409A(a)(2)(B)(i) of which the Code at the time of Executive’s Separation from Service, then, solely related taxes are remitted to the extent necessary to avoid the incurrence of the adverse personal appropriate tax consequences authorities, or at such other specified time or schedule that may be permitted under Treas. Reg. Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”1.409A-3(i)(1)(v), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. (a) It is intended that all of the severance benefits and payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies to the greatest extent possible as consistent with Section 409A. those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments payments, reimbursements or otherwise) shall will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall will at all times be considered a separate and distinct payment. (e) If . Notwithstanding any provision to the Company determines that the severance benefits provided under contrary in this Agreement constitutes “deferred compensation” under Section 409A and Agreement, if Executive is a “specified employee” of deemed by the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code Company at the time of Executive’s Separation from ServiceService to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), thenand 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”, solely to the extent necessary then if delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the incurrence of the related adverse personal tax consequences taxation under Section 409A, the timing of the Severance Benefits payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1A) pay to Executive a lump sum amount equal to the sum of the Severance Benefits payments upon Separation from Service that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits payments had not been delayed pursuant to this Section 6.8paragraph, and (2B) commence paying the balance of the Severance Benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6.1above. No interest shall will be due on any amounts deferred so deferred. To the extent that any severance payments or benefits payable to Executive pursuant to this Agreement are not otherwise exempt from the application of Code Section 6.8409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of severance will not be made or begin until the later calendar year.

Application of Section 409A. (a) It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies to the greatest extent possible as consistent with Section 409A. If not so exemptthose provisions, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by to the Company of any particular tax effect to Executive under this Agreementextent applicable. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Regulation Section 1.409A-2(b)(2)(iii)), Executivethe Employee’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . If the Employee is deemed by the Company determines that at the severance benefits provided under this Agreement constitutes time of his “deferred compensationseparation from service” under Section 409A and if Executive is to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any of the Company, as payments upon “separation from service” set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such term payments is defined in required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of and the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the related adverse personal tax consequences taxation under Section 409A, such payments shall not be provided to the timing of Employee prior to the Severance Benefits will be delayed as follows: on the earlier to occur earliest of (i) the expiration of the six-month period measured from the date that is six months and one day after Executiveof the Employee’s Separation “separation from Serviceservice” with the Company, and (ii) the date of Executive’s his death or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first (1st) business day following the expiration of such applicable Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been all payments delayed pursuant to this Section 6.8paragraph shall be paid in a lump sum to the Employee, and (2) commence paying the balance of the Severance Benefits any remaining payments due shall be paid as otherwise provided herein or in accordance with the applicable payment schedule set forth in Section 6.1agreement. No interest shall be due on any amounts deferred pursuant so deferred. With respect to any in-kind benefits or reimbursements provided to Employee hereunder, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, in any calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) the reimbursement of an eligible expense shall be made at the time specified in this Section 6.8Agreement or, if none is specified, no later than the end of the calendar year following the calendar year in which such expense was occurred and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Application of Section 409A. (a) It is intended that all This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the severance payments payable Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under this Agreement satisfySection 409A, to then such benefit or payment shall be provided in full at the greatest extent possible, the exemptions from the application earliest time thereafter when such sanctions will not be imposed. For purposes of Section 409A of the Code and the regulations and other guidance thereunder and any state law Code, all payments to be made upon a termination of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made employment under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will may only be made under this Agreement unless Executive’s termination of employment constitutes upon a “separation from service” (as defined within the meaning of such term under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (includingof the Code, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s each payment made under this Agreement shall be treated as a separate payment and the right to receive any a series of installment payments under this Agreement (whether severance payments or otherwise) shall is to be treated as a right to receive a series of separate payments andpayments. In no event shall Executive, accordinglydirectly or indirectly, each installment payment hereunder shall at all times be considered a separate designate the calendar year of payment. All reimbursements and distinct payment. (e) If the Company determines that the severance in-kind benefits provided under this Agreement constitutes “deferred compensation” shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Benefits payable under this Agreement will be subject to the distribution requirements of Section 409A and 409A(a)(2)(A) of the Code, including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that payment to Executive be delayed until six (6) months after separation from service if Executive is a “specified employee” within the meaning of the Company, as such term is defined in aforesaid Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service. If Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of estate within sixty (i60) the date that is six months and one day days after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8death.

Application of Section 409A. (a) It is intended that all of the severance Severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance Severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance Severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . If the Company determines that the severance benefits Severance payments provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits payments will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits payments had not been delayed pursuant to this Section 6.8, 6.7 and (2ii) commence paying the balance of the Severance Benefits payments in accordance with the applicable payment schedule set forth in Section 6.15.1. No interest shall be due on any amounts deferred pursuant to this Section 6.85.7.

Application of Section 409A. (a) It is intended that all of the severance payments Severance Benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. . In the event that the terms of this Agreement would subject Employee to any additional tax, penalty or interest under Section 409A (b) the “409A Penalties”), the Company and Executive shall cooperate good faith to amend the terms of this Agreement to avoid such 409A Penalties, if possible. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive Employee under this Agreement. The Company shall not be liable to Executive Employee for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments 409A. Notwithstanding anything to the contrary set forth herein, no Severance Benefits will be made under this Agreement unless Executive’s termination of employment constitutes until Employee has incurred a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), ExecutiveEmployee’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, Notwithstanding anything to the greatest extent possiblecontrary herein, the exemptions from following provisions apply to the application of extent severance benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, collectively “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions . Severance benefits shall not be construed as a guarantee by the Company of any particular tax effect to commence until Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes has a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For for purposes of Section 409A 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Sections 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (includinga) the lesser of (y) the total cash severance payment amount, without limitationor (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise1.409A-1(b)(4) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines Treasury Regulations. It is intended that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” within the meaning of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation such separation from Service, then, solely service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least six (6) months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest any ambiguities herein shall be due on any amounts deferred pursuant to this Section 6.8interpreted accordingly.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(91.409A- 1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless ExecutiveEmployee’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), ExecutiveEmployee’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . Notwithstanding anything to the contrary in this Agreement, to the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which Employee may consider and sign the Release spans two calendar years, such severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive Employee is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of ExecutiveEmployee’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after ExecutiveEmployee’s Separation from Service, and (iib) the date of ExecutiveEmployee’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1i) pay to Executive Employee a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive Employee would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.6 and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.86.6.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will will (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.8 and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.16. No interest shall be due on any amounts deferred pursuant to this Section 6.8. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of any such Severance Benefit will not be made or begin until the later calendar year.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.86.7, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.86.7.

Application of Section 409A. (a) It is intended that all of the severance benefits and payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies to the greatest extent possible as consistent with Section 409A. those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments payments, reimbursements or otherwise) shall will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall will at all times be considered a separate and distinct payment. (e) If . Notwithstanding any provision to the Company determines that the severance benefits provided under contrary in this Agreement constitutes “deferred compensation” under Section 409A and Agreement, if Executive is deemed by the Company at the time of his Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the Companypayments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, as then if delayed commencement of any portion of such term payments is defined in required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) of and the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the related adverse personal tax consequences taxation under Section 409A, the timing of the Severance Benefits payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1A) pay to Executive a lump sum amount equal to the sum of the Severance Benefits payments upon Separation from Service that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits payments had not been delayed pursuant to this Section 6.8paragraph, and (2B) commence paying the balance of the Severance Benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6.1above. No interest shall will be due on any amounts deferred so deferred. To the extent that any severance payments or benefits payable to Executive pursuant to this Agreement are not otherwise exempt from the application of Code Section 6.8409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of severance will not be made or begin until the later calendar year.

Application of Section 409A. (a) It is intended that a. This Agreement shall at all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of times be interpreted and operated in compliance with Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided ). The parties intend that the payments and benefits under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), this Agreement will qualify for any available exceptions from coverage under Section 409A and this Agreement will shall be construed in a manner that complies with Section 409A. If not so exempt, interpreted accordingly. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive benefits under this Agreement. The Company shall not be liable Agreement to Executive for any which Section 409A applies, all references in this Agreement to termination of Executive’s employment are intended to mean Executive’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i), (ii) each payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any shall be treated as a separate payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s and the right to receive any a series of installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments andpayments, accordingly(iii) each such payment that is made within 2-1/2 months following the end of the calendar year that contains the date of Executive’s employment termination is intended to be exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A, (iv) each installment such payment hereunder that does not qualify for exemption as a short-term deferral is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that does not qualify for exemption as a short-term deferral or under the two-times pay exception shall at all times be considered a separate and distinct paymentsubject to delay (if necessary) as provided for “specified employees” below. (e) b. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” within the meaning of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code 409A at the time of Executive’s Separation from Servicetermination of employment , then, solely then to the extent necessary to avoid subjecting Executive to the incurrence imposition of the adverse personal any additional tax consequences under Section 409A, amounts that would otherwise be payable under this Agreement during the timing six-month period immediately following Executive’s termination of employment shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive (or, in the Severance Benefits will be delayed as follows: event of Executive’s death, to Executive’s estate) in a lump sum on the first business day after the earlier to occur of (i) the date that is six months and one day after following Executive’s Separation separation from Service, and (ii) service or the date of Executive’s death (such earlier date, death. c. To the “Delayed Initial Payment Date”), the Company will (1) pay extent any reimbursements or in-kind benefits due to Executive a lump sum amount equal under this Agreement are subject to Section 409A, (i) the expenses must be incurred during the term of this Agreement; (ii) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (iii) the reimbursement of an eligible expense must be made no later than the last day of calendar year following the calendar year in which the expense was incurred; and (iv) the right to reimbursements or in-kind benefits cannot be liquidated or exchanged for any other benefit. d. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Executive or any other individual to the sum Bank or any of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.8, and (2) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8their affiliates.

Application of Section 409A. (a) It is intended that all of the severance payments compensation payable under this Agreement satisfyAgreement, to the greatest extent possible, either complies with the exemptions from the application requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code’) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”’) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner that complies consistent with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates such intention incorporating by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation Separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (ec) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Executive may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits severance will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”)death, the Company will will: (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.10(c); and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.8Sections 6.1 and 6.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, 409A and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits severance benefits will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.8 and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.16. No interest shall be due on any amounts deferred pursuant to this Section 6.8. To the extent that any Severance Benefits or Change in Control Severance Benefits, as applicable, are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of any such Severance Benefit will not be made or begin until the later calendar year.

Application of Section 409A. (a) It is intended that all of Notwithstanding anything to the severance contrary set forth herein, any payments payable and benefits provided under this Agreement satisfy, to that constitute “deferred compensation” within the greatest extent possible, the exemptions from the application meaning of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a guarantee by Separation from Service, unless the Company of any particular reasonably determines that such amounts may be provided to the Executive without causing him to incur the additional 20% tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (db) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall under this Agreement will at all times be considered a separate and distinct payment. For the avoidance of doubt, it is intended that all of the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions in this Agreement) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (ec) If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits upon a Separation from Service provided under this Agreement constitutes (or under any other arrangement with Executive) constitute “deferred compensation” under Section 409A and if Executive is is, at the time of his Separation from Service, a “specified employee” of the CompanyCompany or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from ServiceCode, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (ia) the date that is six months and one day after the Executive’s Separation from Service, and or (iib) the date of the Executive’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company will (1or the successor entity thereto, as applicable) shall (i) pay to the Executive a lump sum amount equal to the sum of the Severance Benefits payments and benefits upon Separation from Service that the Executive would otherwise have received through the Delayed Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits such amounts had not been so delayed pursuant to this Section 6.8, and (2ii) commence paying the balance of the Severance Benefits payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6.1this Agreement. No interest shall will be due on any amounts deferred pursuant to this Section 6.8so deferred.

Application of Section 409A. (a) It is intended that all of Notwithstanding anything to the severance contrary set forth herein, any payments payable and benefits provided under this Agreement satisfy, to that constitute “deferred compensation” within the greatest extent possible, the exemptions from the application meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a Separation From Service, unless the Company reasonably determines that such amounts may be provided to the Executive without causing him to incur the additional 20% tax under Section 409A. It is intended that each installment of Severance or Change of Control Severance provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that the Severance and Change of Control Severance set forth in this Agreement satisfy, to the greatest extent possible, the exceptions from the application of Section 409A provided under Treasury Regulations Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits provided under this Agreement constitutes constitute “deferred compensation” under Section 409A and if the Executive is is, on the termination of service, a “specified employee” of the CompanyCompany or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from ServiceCode, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (ia) the date that is six months and one day after the Executive’s Separation from From Service, and or (iib) the date of the Executive’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company will (1or the successor entity thereto, as applicable) shall (i) pay to the Executive a lump sum amount equal to the sum of the Severance Benefits payments and benefits that the Executive would otherwise have received through the Delayed Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits such amounts had not been so delayed pursuant to this Section 6.8, and (2ii) commence paying the balance of the Severance Benefits payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6.1this Agreement. No interest The Company’s obligations to make any reimbursements or provide in-kind benefits to Executive shall be due subject to the following restrictions: (a) Executive must provide documentation of any reimbursable expenses in accordance with the Company’s then existing policies and procedures, (b) the expenses paid or reimbursed by the Company in one calendar year shall not affect the expenses paid or reimbursed in another calendar year, and (c) the reimbursement for any expenses shall be made within a reasonable period of time following the date on any amounts deferred pursuant to this Section 6.8which the Company receives written documentation of the expense, provided that all expenses will be reimbursed on or before the last day of the calendar year following the calendar year in which the expense was incurred.

Application of Section 409A. (a) It is intended that all of Notwithstanding anything to the severance contrary set forth herein, any payments payable and benefits provided under this Agreement satisfy, to that constitute “deferred compensation” within the greatest extent possible, the exemptions from the application meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) shall not commence in connection with Employee’s termination of employment unless and until Employee has also incurred a Separation from Service, unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of severance pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments set forth in this Agreement satisfy, to the greatest extent possible, the exceptions from the application of Section 409A provided under Treasury Regulations Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits provided under this Agreement constitutes constitute “deferred compensation” under Section 409A and if Executive is Employee is, on the termination of service, a “specified employee” of the CompanyCompany or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from ServiceCode, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (ia) the date that is six months and one day after ExecutiveEmployee’s Separation from From Service, and or (iib) the date of ExecutiveEmployee’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company will (1or the successor entity thereto, as applicable) shall (i) pay to Executive Employee a lump sum amount equal to the sum of the Severance Benefits payments and benefits that Executive Employee would otherwise have received through the Delayed Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits such amounts had not been so delayed pursuant to this Section 6.8, and (2ii) commence paying the balance of the Severance Benefits payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6.1this Agreement. No interest All reimbursements provided under this Agreement shall be due on subject to the following requirements: (i) the amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any amounts deferred 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 taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the requirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify Employee for any taxes or interest that may be assessed by the Internal Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Section 6.8Agreement.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) . For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits severance will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after Executive’s Separation from Service, and (iib) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1i) pay to Executive a lump sum amount equal to the sum of the Severance Benefits severance that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance had not been delayed pursuant to this Section 6.8, 6.7 and (2ii) commence paying the balance of the Severance Benefits severance in accordance with the applicable payment schedule set forth in Section 6.16. No interest shall be due on any amounts deferred pursuant to this Section 6.86.7.

Application of Section 409A. (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless ExecutiveEmployee’s termination of employment constitutes a “separation Separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), ExecutiveEmployee’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (e) . To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which Employee may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive Employee is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of ExecutiveEmployee’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of (ia) the date that is six months and one day after ExecutiveEmployee’s Separation from Service, and (iib) the date of ExecutiveEmployee’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive Employee a lump sum amount equal to the sum of the Severance Benefits severance benefits that Executive Employee would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits severance benefits had not been delayed pursuant to this Section 6.8, 6.7 and (2ii) commence paying the balance of the Severance Benefits severance benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this Section 6.86.7.

Application of Section 409A. (a) It Notwithstanding anything to the contrary in this Agreement, solely to the extent that such delay is intended that all required in order to avoid the imposition of an additional tax under Section 409A of the severance Code, if Employee is a "specified employee" for purposes of Section 409A(a)(2)(B) of the Code, any payments payable under to be made pursuant to this Agreement satisfy, that are considered to be non-qualified deferred compensation distributable in connection with the greatest extent possible, the exemptions Employee's separation from the application service with Employer for purposes of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)Code, and this Agreement will be construed in a manner that complies which otherwise would have been payable at any time during the six-month period immediately following Employee's separation from service with Section 409A. If not so exemptEmployer, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (b) The preceding provisions shall not be construed as paid prior to, and shall instead be payable in a guarantee by lump sum within ten (10) business days following the Company end of any particular tax effect to Executive such six-month period. Each payment of Base Salary, Annual Bonus or other compensation under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (c) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). (d) For purposes of Section 409A (including, without limitation, for purposes each payment to be made following termination of Treasury Regulations Section 1.409A-2(b)(2)(iii))employment, Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right separate payment for purposes of Section 409A of the Code. If any payment that is to receive be made as a series lump sum upon a Cessation of separate payments andBusiness under Section 7(d) or Section 7(e) (or any other section referring to Section 7(e)) is considered to be non-qualified deferred compensation for purposes of Section 409A of the Code, accordingly, each installment then such payment hereunder shall at be made as a lump sum payment of all times be considered a separate and distinct payment. (e) If the Company determines that the severance benefits provided obligations remaining under this Agreement constitutes “deferred compensation” (rather than continuing to be paid in installments on previously scheduled payment dates) only if one or more of the following conditions are satisfied: (A) the Cessation of Business includes the corporate dissolution of the Employer taxable under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) 331 of the Code at and the time of Executive’s Separation from Service, then, solely lump sum payment is made and taxable to the extent necessary to avoid Employee within 12 months following the incurrence of the adverse personal tax consequences under Section 409Acorporate dissolution, the timing of the Severance Benefits will be delayed as follows: on the earlier to occur of or (iB) the date that is six months and one day after Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (1) pay to Executive a lump sum amount equal to the sum of the Severance Benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed lump sum is approved by a bankruptcy court pursuant to this 11 U.S.C. Section 6.8503(b)(1)(A), or (C) the Cessation of Business constitutes a "change in control event" as defined for purposes of Section 409A of the Code, the lump sum payment is made within the 30 days preceding or 12 months following such change in control event, and all deferred compensation agreements, methods, programs, and other arrangements sponsored by the Employer or its successor immediately after the change in control event with respect to each individual that experienced the change in control event are similarly terminated and liquidated, or (2D) commence paying any other event or condition has occurred or exists that allows for the balance acceleration of such payment without resulting in the imposition of an additional tax under Section 409A of the Severance Benefits Code. The parties agree that in accordance the event the Internal Revenue Service issues additional guidance to the effect that any of the payments provided for in this Agreement would not be in compliance with Section 409A of the applicable payment schedule set forth Code, the parties will negotiate in good faith to address such guidance so that such payments are compliant with Section 6.1. No interest shall be due on any amounts deferred pursuant 409A of the Code to this Section 6.8the extent reasonably practicable.