Common use of Application of Section 409A Clause in Contracts

Application of Section 409A. 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. 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)). 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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. 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 . Severance benefits shall 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. No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes commence until Executive has a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). 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 paymentthe Treasury Regulations. If the Company determines 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest any ambiguities herein 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 yearinterpreted accordingly.

Application of Section 409A. 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 shall not commence in a manner that complies connection 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. No severance payments will be made under this Agreement unless ExecutiveEmployee’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”)). 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 payment1.409A-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 will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (a) the date that is six months and one day after ExecutiveEmployee’s Separation from From Service, and or (b) 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 (or the successor entity thereto, as applicable) shall (i) pay to Executive Employee a lump sum amount equal to the sum of the severance 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 (ii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6this 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 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 Code to payments made or begin until the later calendar yearpursuant to this Agreement.

Application of Section 409A. 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. 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)). 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. 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 will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (a) the date that is six months and one day after the Executive’s Separation from From Service, and or (b) 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 (or the successor entity thereto, as applicable) shall (i) pay to the Executive a lump sum amount equal to the sum of the severance 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 (ii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6. 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 yearAgreement.

Application of Section 409A. 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. 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)). 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. 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 payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (ai) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (bii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (iA) 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 6.8 paragraph, and (iiB) commence paying the balance of the severance benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6above. No interest shall will 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 yearso deferred.

Application of Section 409A. 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 shall not commence in a manner that complies connection 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. No severance payments will be made under this Agreement unless ExecutiveEmployee’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”). 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 payment1.409A-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 will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (a) the date that is six months and one day after ExecutiveEmployee’s Separation from From Service, and or (b) 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 (or the successor entity thereto, as applicable) shall (i) pay to Executive Employee a lump sum amount equal to the sum of the severance 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 (ii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6this 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 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 Code to payments made or begin until the later calendar yearpursuant to this Agreement.

Application of Section 409A. 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. 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)). 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. 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 payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (ai) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (bii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (iA) 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 6.8 paragraph, and (iiB) commence paying the balance of the severance benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6above. No interest shall will 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 yearso deferred.

Application of Section 409A. 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 exempt409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (and any definitions hereunderi.e. 2½ months) will be construed after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a manner that complies with “substantial risk of forfeiture” for purposes of Code Section 409A, and incorporates by reference all required definitions and payment terms. 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)). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A (including, without limitation, 409A. Each payment and each installment of any severance payments provided 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 separate payment for purposes of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under application of 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest shall be due on any amounts deferred pursuant to this Section 6.8. 409A. To the extent that any Severance Benefits are deferred compensation severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A of the Code409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are not otherwise exempt from intended to comply with the application requirements of Section 409A, thenand shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, if offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the period during 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 waiver and release which may consider and sign be executed and/or revoked in a calendar year following the Release spans two calendar years, 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 the Company 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 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 or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the 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 Severance Benefit will expenses, and the 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 (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or begin until the later calendar year.any payment hereunder not to be in compliance with Section 409A.

Application of Section 409A. 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 termsany ambiguities herein shall be interpreted accordingly. No Notwithstanding anything to the contrary set forth herein, any severance payments will be made under this Agreement unless benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the 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”). 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. 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 will severance benefit payments shall be delayed as follows: on until the earlier to occur of of: (ai) the date that is six months and one day after the Executive’s Separation from From Service, and or (bii) the date of the Executive’s death death. If all or any portion of any amounts payable to Executive is deferred to comply with Section 409A in accordance with the foregoing, such payments shall accrue interest at the six (such earlier date6)-month Libor rate, and, on or before the “Delayed Initial Payment Date”)date of the Executive’s Separation From Service, the Company will 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) pay to Executive a lump sum amount equal to the sum 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 that Executive would will be paid or otherwise have received through delivered prior to the Delayed Initial Payment Date if the commencement effective date of the payment of Release. If the severance benefits had not been delayed pursuant to this Section 6.8 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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 covered by one or more exemptions from the application of Section 409A, then, if the period during which Executive may consider 409A and sign the Release spans two could become effective in the calendar yearsyear following the calendar year in which Executive’s Separation From Service occurs, the payment of any such Severance Benefit Release will not be made deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or begin until the later calendar yeareffectiveness 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 interpreted accordingly.

Application of Section 409A. 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. 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)). 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. 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 payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (ai) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (bii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (iA) 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 6.8 paragraph, and (iiB) commence paying the balance of the severance benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6above. No interest shall will be due on any amounts deferred pursuant to this Section 6.8so deferred. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and severance payments or benefits payable to Executive pursuant to this Agreement are not otherwise exempt from the application of Code 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 severance will not be made or begin until the later calendar year.

Application of Section 409A. 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 Code. For purposes of this Agreement, with respect to payments that are subject to Section 409A 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 are payable upon or 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. No severance payments will be made under this Agreement unless 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(h)1.409A-1(i). 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 and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest shall be due on any amounts deferred pursuant to this Section 6.8payments. 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 required by Section 409A, then, if the period during which Executive may consider for executing and sign not revoking the Release spans two calendar taxable years, the payment of any such Severance Benefit will not shall be paid in the second taxable year. Any tax gross up payment hereunder shall be made no later than the end of the calendar year following the calendar year in which the related taxes are remitted to the appropriate tax authorities, or begin until the later calendar yearat such other specified time or schedule that may be permitted under Treas. Reg. Section 1.409A-3(i)(1)(v).

Application of Section 409A. 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. 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)). 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 (or 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 payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (ai) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (bii) the date of Executive’s death (such the earlier date, the “Delayed Initial Payment Date”), the Company will (iA) 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 6.8 7.11, and (iiB) commence begin paying the balance of the severance benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6above. No interest shall will 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 yearso deferred.

Application of Section 409A. 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. 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(h)409A). 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. 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 severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 6 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in this Section 6. No interest shall be due on any amounts deferred pursuant to this Section 6.86. To the extent that any Severance Benefits are nonqualified deferred compensation under Section 409A of the Code, 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 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. 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. 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))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. 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 severance payments and benefits will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after the Executive’s Separation from Service, and (b) the date of the Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to the Executive a lump sum amount equal to the sum of the 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 had not been delayed pursuant to this Section 6.8 7(a) and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 63. 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 year7(a).

Application of Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “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. 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)). 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. If if the Company (or, if applicable, the successor entity thereto) 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 will Benefit payments shall be delayed as follows: on until the earlier to occur of of: (ai) the date that is six months and one day after Executive’s Separation from Service, and From Service or (bii) the date of Executive’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”), and the Company will (ior the successor entity thereto, as applicable) shall (A) 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 and (iiB) commence paying the balance of the severance benefits Severance Benefits in accordance with the applicable payment schedule schedules set forth in Section 6this Agreement. No interest shall be due on any amounts deferred pursuant Except to this Section 6.8. To the extent that any payments may be delayed until the Specified Employee Initial Payment Date pursuant to the 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 are deferred compensation Executive would otherwise have received under Section 409A the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the CodeRelease 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 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 yeardeductions.

Application of Section 409A. 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 exempt409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by the Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (and any definitions hereunderi.e., 2½ months) will be construed after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a manner that complies with “substantial risk of forfeiture” for purposes of Code Section 409A, and incorporates by reference all required definitions and payment terms. 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)). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A (including, without limitation, 409A. Each payment and each installment of any severance payments provided 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 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. 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 comply with Section 409A: (i) the incurrence 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 adverse personal tax consequences under Section 409Acalendar year following the year in which Executive incurs such expenses, and Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the timing Company to make all such reimbursement payments prior to the end of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Servicesaid period, and (biii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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.409A.

Application of Section 409A. 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. 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)). 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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. It 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” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“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. 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)). 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. 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 will payments upon the Employee’s Separation From Service shall be delayed as follows: on until the earlier to occur of of: (a) the date that is six months and one day after Executivethe Employee’s Separation from Service, and From Service or (b) 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 (ior 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 had not been so delayed pursuant to this Section 6.8 section and (iiB) commence paying the balance of the 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 6409A 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 6.8. 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 yearso deferred.

Application of Section 409A. 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. 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)). 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 66.1. 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. 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), Internal Revenue Service guidance thereunder. The parties agree to cooperate with each other and to take reasonably necessary steps in 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. 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)). 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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 yearregard.

Application of Section 409A. 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 shall not commence in a manner that complies connection 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. No severance payments will be made under this Agreement unless ExecutiveEmployee’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”)). 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 payment1.409A-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 will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (a) the date that is six [ ] months and one day after ExecutiveEmployee’s Separation from From Service, and or (b) 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 (or the successor entity thereto, as applicable) shall (i) pay to Executive Employee a lump sum amount equal to the sum of the severance 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 (ii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6this 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 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 Code to payments made or begin until the later calendar yearpursuant to this Agreement.

Application of Section 409A. 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 shall not commence in a manner that complies connection 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. No severance payments will be made under this Agreement unless ExecutiveEmployee’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(hl.409A-1(h) (“Separation From Service”)). 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 l.409A-l(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 andl.409A-l(b)(5), accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentl.409A-l(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 will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (a) the date that is six months and one day after ExecutiveEmployee’s Separation from From Service, and or (b) 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 (or the successor entity thereto, as applicable) shall (i) pay to Executive Employee a lump sum amount equal to the sum of the severance 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 (ii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6this 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 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 Code to payments made or begin until the later calendar yearpursuant to this Agreement.

Application of Section 409A. 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 is not otherwise exempt from complying with the provisions of Section 409A, then such payment(s) will not commence unless and payment terms. No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes until you have also incurred a “separation from service” (as such term is defined under in Treasury Regulation Section 1.409A-1(h)). 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. 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 such payment will be delayed as follows: on until the earlier to occur of of: (ai) the date that is six months and one day after Executive’s Separation your separation from Serviceservice, and or (bii) 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 (iA) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest shall be due on Each installment of any amounts deferred pursuant to payments provided for in 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 Agreement is a separate “payment” for purposes 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.409A.

Application of Section 409A. 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 shall not commence in a manner that complies connection 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. No severance payments will be made under this Agreement unless 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”)). 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 payment1.409A-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 will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (a) the date that is six months and one day after Executive’s Separation from From Service, and or (b) 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 (or the successor entity thereto, as applicable) shall (i) pay to Executive a lump sum amount equal to the sum of the severance 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 (ii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6. 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 yearAgreement.

Application of Section 409A. 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. 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)). 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 66.1. 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. 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 shall not commence in a manner that complies connection 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. No severance payments will be made under this Agreement unless 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)). 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. 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 will severance payments shall be delayed as follows: on until the earlier to occur of of: (ai) the date that is six months and one day after Executive’s Separation from From Service, and or (bii) 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 (ior the successor entity thereto, as applicable) shall (A) 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 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 (iiB) commence paying the balance of the severance benefits pay in accordance with the applicable payment schedule schedules set forth in Section 6this 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 6.8. To which the extent that any Severance Benefits are deferred compensation under Section 409A Company receives written documentation of the Codeexpense, and are not otherwise exempt from provided that all expenses will be reimbursed on or before the application last day of Section 409A, then, if the period during calendar year following the calendar year in 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 yearexpense was incurred.

Application of Section 409A. 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 term "specified employee" means an individual determined by the Company to be a specified employee of similar effect (collectively, “Section 409A”) provided the Company under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9regulation Section 1.409A-1(i), 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 . Each payment terms. No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes shall be treated as a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s 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 and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest shall be due on any amounts deferred pursuant to this Section 6.8payments. 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 required by Section 409A, then, if the period during which Executive may consider for executing and sign not revoking the Release spans two calendar taxable years, the payment of any such Severance Benefit will not shall be paid in the second taxable year. Any tax gross up payment hereunder shall be made no later than the end of the calendar year following the calendar year in which the related taxes are remitted to the appropriate tax authorities, or begin until the later calendar yearat such other specified time or schedule that may be permitted under Treas. Reg. Section 1.409A-3(i)(1)(v).

Application of Section 409A. 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 Treasury Regulations issued pursuant to Section 409A (the “Section 409A Regulations”) shall be paid in connection with Officer’s termination of employment (or terms of similar effect under Section 409A) with the Company unless and until Officer has incurred a “separation from service” (within the meaning of the Section 409A Regulations) with the Company. Furthermore, to the extent that Officer is a “specified employee” within the meaning of the Section 409A Regulations as of the date of Officer’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Officer’s separation from service shall be paid to Officer before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Officer’s separation from service or, if earlier, the date of Officer’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. For purposes of Section 409A, each installment payment provided under this Agreement satisfyshall be treated as a separate payment. Any payments under this Agreement that may be excluded from Section 409A either as “separation pay due to an involuntary separation from service” or as a “short-term deferral” (each as described in Section 409A) shall be excluded from Section 409A to the greatest extent possible. The Bank intends that, 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”) income provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and to Officer pursuant to this Agreement will not be subject to taxation under Section 409A. The provisions of this Agreement shall be interpreted and construed in a manner that complies with favor of satisfying any applicable requirements of 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. 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)). 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”)However, the Company will (i) pay does not guarantee any particular tax effect for income provided 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 Officer pursuant to this Section 6.8 Agreement. In any event, except for the Bank’s responsibility to withhold applicable income and (ii) commence paying employment taxes from compensation paid or provided to Officer, the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest Company Group shall not 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, responsible for the payment of any such Severance Benefit will not be made applicable taxes on compensation paid or begin until the later calendar yearprovided to Officer pursuant to this Agreement.

Application of Section 409A. 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. 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)). 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after ExecutiveEmployee’s Separation from Service, and (b) the date of ExecutiveEmployee’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive Employee a lump sum amount equal to the sum of the 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 had not been delayed pursuant to this Section 6.8 6.6 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 66.1. 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 year6.6.

Application of Section 409A. 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. 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)). 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after ExecutiveEmployee’s Separation from Service, and (b) the date of ExecutiveEmployee’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive Employee a lump sum amount equal to the sum of the 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 had not been delayed pursuant to this Section 6.8 6.6 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 66.1. 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 year6.6.

Application of Section 409A. 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. 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)). 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. 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 will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (a) the date that is six months and one day after ExecutiveEmployee’s Separation from From Service, and or (b) 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 (or the successor entity thereto, as applicable) shall (i) pay to Executive Employee a lump sum amount equal to the sum of the severance 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 (ii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6this 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 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 Code to payments made or begin until the later calendar yearpursuant to this Agreement.

Application of Section 409A. 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. 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)). 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. 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 severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 6.6 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 66.1. 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 year6.6.

Application of Section 409A. 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 of similar effect (collectivelyCode, “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. No severance payments will to be made upon a termination of employment under this Agreement unless Executive’s termination of employment constitutes may only be made upon a “separation from service” (as defined within the meaning of such term under Treasury Regulation Section 1.409A-1(h)). 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 and distinct designate the calendar year of payment. If the Company determines that the severance All reimbursements and 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 will be delayed as follows: on the earlier to occur of estate within sixty (a60) the date that is six months and one day days after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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 yeardeath.

Application of Section 409A. 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. 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))to the extent applicable. 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. 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 Employee prior to the earliest of (i) the expiration of the Severance will be delayed as follows: on the earlier to occur of (a) 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 (bii) 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 (i) 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 6.8 paragraph shall be paid in a lump sum to the Employee, and (ii) 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 6agreement. 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 yearso deferred.

Application of Section 409A. 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. 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))to the extent applicable. 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. 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 Employee prior to the earliest of (i) the expiration of the Severance will be delayed as follows: on the earlier to occur of (a) 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 (bii) 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 (i) 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 6.8 paragraph shall be paid in a lump sum to the Employee, and (ii) 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 6agreement. 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 6.8. To Agreement or, if none is specified, no later than the extent that any Severance Benefits are deferred compensation under Section 409A end of the Code, calendar year following the calendar year in which such expense was occurred and are (iii) the right to reimbursement or in-kind benefits is 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 subject to liquidation or begin until the later calendar yearexchange for another benefit.

Application of Section 409A. 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. 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)). 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. 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 payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (ai) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (bii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (iA) 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 6.8 paragraph, and (iiB) commence paying the balance of the severance benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6above. No interest shall will be due on any amounts deferred pursuant to this Section 6.8so deferred. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and severance payments or benefits payable to Executive pursuant to this Agreement are not otherwise exempt from the application of Code 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 severance will not be made or begin until the later calendar year.

Application of Section 409A. 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. 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)). 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. 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 payments will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 Initial Payment Date if the commencement of the payment of the severance benefits Severance payments had not been delayed pursuant to this Section 6.8 6.7 and (ii) commence paying the balance of the severance benefits Severance payments in accordance with the applicable payment schedule set forth in Section 66.1. 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 year6.7.

Application of Section 409A. 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. 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)). 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. 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 will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (a) the date that is six months and one day after the Executive’s Separation from From Service, and or (b) 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 (or the successor entity thereto, as applicable) shall (i) pay to the Executive a lump sum amount equal to the sum of the severance 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 (ii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6this 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 6.8. To which the extent that any Severance Benefits are deferred compensation under Section 409A Company receives written documentation of the Codeexpense, and are not otherwise exempt from provided that all expenses will be reimbursed on or before the application last day of Section 409A, then, if the period during calendar year following the calendar year in 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 yearexpense was incurred.

Application of Section 409A. 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 shall not commence in a manner that complies connection 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. No severance payments will be made under this Agreement unless 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)). 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 payment1.409A-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 will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (a) the date that is six months and one day after Executive’s Separation from From Service, and or (b) 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 (or the successor entity thereto, as applicable) shall (i) pay to Executive a lump sum amount equal to the sum of the severance 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 (ii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6. 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 yearAgreement.

Application of Section 409A. 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. 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)). 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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, 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. 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. 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)). 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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.and

Application of Section 409A. 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. 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))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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after ExecutiveEmployee’s Separation from Service, and (b) the date of ExecutiveEmployee’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive Employee a lump sum amount equal to the sum of the 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 had not been delayed pursuant to this Section 6.8 6.7 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 66.1. 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 year6.7.

Application of Section 409A. 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. 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)). 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. 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 payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (ai) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (bii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (iA) 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 6.8 paragraph, and (iiB) commence paying the balance of the severance benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6above. No interest shall will be due on any amounts deferred pursuant to this Section 6.8so deferred. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and severance payments or benefits payable to Executive pursuant to this Agreement are not otherwise exempt from the application of Code 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 severance will not be made or begin until the later calendar year.

Application of Section 409A. 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. 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)). 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. 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 payments will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 Initial Payment Date if the commencement of the payment of the severance benefits Severance payments had not been delayed pursuant to this Section 6.8 6.7 and (ii) commence paying the balance of the severance benefits Severance payments in accordance with the applicable payment schedule set forth in Section 65.1. 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 year5.7.

Application of Section 409A. 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 Code. For purposes of this Agreement, with respect to payments that are subject to Section 409A 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 are payable upon or 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. No severance payments will be made under this Agreement unless 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(h)1.409A-1(i). 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 and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest shall be due on any amounts deferred pursuant to this Section 6.8payments. 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 required by Section 409A, then, if the period during which Executive may consider for executing and sign not revoking the Release spans two calendar taxable years, the payment of any such Severance Benefit will not shall be paid in the second taxable year. Any tax gross up payment hereunder shall be made no later than the end of the calendar year following the calendar year in which the related taxes are remitted to the appropriate tax authorities, or begin until the later calendar yearat such other specified time or schedule that may be permitted under Treas. Reg. Section 1.409A-3(i)(1)(v).

Application of Section 409A. 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. 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)). 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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.will

Application of Section 409A. 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. No severance payments In the event that the terms of this Agreement would subject Employee to any additional tax, penalty or interest under Section 409A (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 Employee under this Agreement. The Company shall not be liable to 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. 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)). 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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. 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. 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)). 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. 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 payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (ai) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (bii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (iA) 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 6.8 paragraph, and (iiB) commence paying the balance of the severance benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6above. No interest shall will be due on any amounts deferred pursuant to this Section 6.8so deferred. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and severance payments or benefits payable to Executive pursuant to this Agreement are not otherwise exempt from the application of Code 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 severance will not be made or begin until the later calendar year.

Application of Section 409A. 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. No severance payments In the event that the terms of this Agreement would subject Employee 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, 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 Employee under this Agreement. The Company shall not be liable to 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. 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)). 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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. 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. 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)). 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 (or 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 payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (ai) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (bii) the date of Executive’s death (such the earlier date, the “Delayed Initial Payment Date”), the Company will (iA) 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 6.8 7.11, and (iiB) commence begin paying the balance of the severance benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6above. No interest shall will 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.so deferred

Application of Section 409A. 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. 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)). 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after ExecutiveEmployee’s Separation from Service, and (b) the date of ExecutiveEmployee’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive Employee a lump sum amount equal to the sum of the 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 had not been delayed pursuant to this Section 6.8 6.6 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 66.1. 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 year6.6.

Application of Section 409A. 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. 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)). 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 6.7 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 66.1. 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 year6.7.

Application of Section 409A. 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 . Severance benefits shall 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. No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes commence until Executive has a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). 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 paymentthe Treasury Regulations. If the Company determines 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest any ambiguities herein 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 yearinterpreted accordingly.

Application of Section 409A. 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. 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)). 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 (or 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 payments (including delivery of any vested shares) upon a Separation from Service will be delayed as follows: on the earlier to occur of (ai) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (bii) the date of Executive’s death (such the earlier date, the “Delayed Initial Payment Date”), the Company will (iA) 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 6.8 7.11, and (iiB) commence begin paying the balance of the severance benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6above. No interest shall will 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 yearso deferred.

Application of Section 409A. It is intended Notwithstanding anything to the contrary set forth herein, to the extent that all of the severance any payments payable and benefits provided under this Agreement satisfy, to 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), such payments and this Agreement will be construed benefits shall not commence in a manner that complies connection 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. No severance payments will be made under this Agreement unless ExecutiveEmployee’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)). For purposes of Section 409A (including, without limitationreference to alternative definitions thereunder, a (“Separation From Service”), unless the Company reasonably determines that a Separation From Service is not a necessary precondition to payment and as a result 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 and benefits 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-l(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-l(b)(5), accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment1.409A-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 will payments and benefits shall be delayed as follows: on until the earlier earliest to occur of of: (a) the date that is six months and one day after ExecutiveEmployee’s Separation from From Service, and (b) the date of ExecutiveEmployee’s death or (c) such earlier date as is permitted under Section 409A (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company will (or the successor entity thereto, as applicable) shall (i) pay to Executive Employee a lump sum amount equal to the sum of the severance 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 (ii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6. 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 yearAgreement.

Application of Section 409A. 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. 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)). 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after ExecutiveEmployee’s Separation from Service, and (b) the date of ExecutiveEmployee’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive Employee a lump sum amount equal to the sum of the severance benefits that Executive Employee would otherwise have received through the Delayed Initial Payment Date if the Exhibit 10.2 commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.8 6.6 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 66.1. 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 year6.6.

Application of Section 409A. It is intended that all of the severance benefits and payments payable provided 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), 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) the payments and benefits to be provided hereunder are intended to, and will be construed and implemented so as to, comply in a manner that complies all respects with the applicable provisions of Code Section 409A, and incorporates by reference all required definitions and payment terms. 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)). 409A. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Regulation Section 1.409A-2(b)(2)(iii)), Executive’s any 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. If Notwithstanding any other provision of this Agreement, to the Company determines extent that (i) one or more of the severance payments or benefits provided under received or to be received by you upon Separation from Service pursuant to this Agreement constitutes “would constitute deferred compensation” under compensation subject to the requirements of Code Section 409A 409A, and if Executive is (ii) you are a “specified employee” within the meaning of the Company, as such term is defined in Code Section 409A(a)(2)(B)(i) of the Code 409A at the time of Executive’s Separation from Service, then, solely then to the extent necessary delayed commencement of any portion of such payments or benefits 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 and benefits shall not be provided to you prior to the timing earliest of (i) the expiration of the Severance will be delayed as follows: on the earlier to occur of (a) six-month period measured from the date that is six months and one day after Executive’s of Separation from Service, and (bii) the date of Executive’s your death or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation on you. 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 (i) pay to Executive a lump sum amount equal to the sum of the severance all payments and 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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 Codeparagraph shall be paid in a lump sum to you, and are not any remaining payments and benefits due shall be paid as 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 yearprovided herein.

Application of Section 409A. 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 shall not commence in a manner that complies connection 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. No severance payments will be made under this Agreement unless 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)). 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 payment1.409A-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 will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (a) the date that is six months and one day after Executive’s Separation from From Service, and or (b) 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 (or the successor entity thereto, as applicable) shall (i) pay to Executive a lump sum amount equal to the sum of the severance 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 (ii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6. 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 yearAgreement.

Application of Section 409A. It is intended that all of the severance payments payable under this Agreement satisfy, 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)(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. 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)). 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 6.7 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 66.1. 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 year6.7.

Application of Section 409A. It is intended that all of the severance payments payable under this Agreement satisfy, Notwithstanding anything 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 contrary in 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. 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)). 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. 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, thenAgreement, solely to the extent necessary that such delay is required in order to avoid the incurrence imposition of the adverse personal an additional tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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 if Employee is a 'specified employee' for purposes of Section 409A409A(a)(2)(B) of the Code, thenany payments to be made pursuant to this Agreement that are considered to be non-qualified deferred compensation distributable in connection with the Employee's separation from service with Employer for purposes of Section 409A of the Code, and which otherwise would have been payable at any time during the six-month period immediately following Employee's separation from service with Employer, shall not be paid prior to, and shall instead be payable in a lump sum within ten (10) business days following the end of such six-month period. Each payment of Base Salary, Annual Bonus or other compensation under this Agreement, including, without limitation, each payment to be made following termination of employment, shall be treated as a separate payment for purposes of Section 409A of the Code. If any payment that is to be made as a lump sum upon a Cessation of Business 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, then such payment shall be made as a lump sum payment of all obligations remaining under this Agreement (rather than continuing to be paid in installments on previously scheduled payment dates) only if one or more of the period during which Executive may consider following conditions are satisfied: (A) the Cessation of Business includes the corporate dissolution of the Employer taxable under Section 331 of the Code and sign the Release spans two calendar yearslump sum payment is made and taxable to the Employee within 12 months following the corporate dissolution, or (B) the payment of the lump sum is approved by a bankruptcy court pursuant to 11 U.S.C. Section 503(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 (D) any other event or condition has occurred or exists that allows for the acceleration of such Severance Benefit will payment without resulting in the imposition of an additional tax under Section 409A of the Code. The parties agree that in 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 made or begin until in compliance with Section 409A of the later calendar yearCode, the parties will negotiate in good faith to address such guidance so that such payments are compliant with Section 409A of the Code to the extent reasonably practicable.

Application of Section 409A. 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-l(b)(4) and 1.409A-1(b)(91.409A-l(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. 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(hl.409A-l(h)). 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)), 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after ExecutiveEmployee’s Separation from Service, and (b) the date of ExecutiveEmployee’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive Employee a lump sum amount equal to the sum of the 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 had not been delayed pursuant to this Section 6.8 6.6 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 66.1. 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 year6.6.

Application of Section 409A. It The Award is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions be exempt from the application requirements of Section 409A of the Code and as providing for payment in the regulations and other guidance thereunder and form of issuance of shares of Stock in settlement of any state law vested portion of similar effect (collectively, “Section 409A”) provided the Award within the period permitted by the short-term deferral period exemption available under Treasury Regulations Sections Section 1.409A-1(b)(4) and 1.409A-1(b)(9). To the extent the Award is not exempt from the requirements of Section 409A of the Code, the Award is intended to comply with the requirements of Section 409A of the Code, and this Agreement will be construed in a manner that complies the following provisions shall apply. The Award is intended to comply with Section 409A. If not so exempt409A as providing for payment in the form of an issuance of shares in all cases upon the earliest of the following Section 409A permitted payment dates or events: (i) the same taxable year as the scheduled expiration date of the Performance Period, this Agreement (and any definitions hereunderii) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and if the payment terms. No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined acceleration exemption permitted under Treasury Regulation 1.409A-3(j)(ix)(B) is available and elected, upon a Change in Control that is also a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as described in Code Section 1.409A-1(h409A(a)(2)(A)(iv) (a “409A CIC”)), or (iii) upon a qualifying separation from service that occurs after a 409A CIC. For purposes Accordingly, the following provisions shall apply and shall supersede anything to the contrary set forth herein, in the Agreement and in the Plan to the extent an exemption from the requirements of Section 409A (including, without limitation, of the Code is not available and as required for purposes the Award to comply with the requirements 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. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is of the Code in order to avoid application of its adverse tax consequences to you: • If you are 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 your separation from Serviceservice, then, solely then to the extent necessary required to avoid the incurrence be delayed pursuant to Section 409A(a)(2)(B) of the adverse personal tax consequences under Section 409ACode, the timing of the Severance shares will not be delayed as follows: on the earlier issued to occur of (a) the date that is six you in connection with your separation from service until 6 months and one 1 day after Executive’s Separation from Service, and (b) following the date of Executive’s death (your separation from service. • In a Change in Control the Award must be assumed, continued or substituted by the surviving corporation or the acquiring corporation and any shares of Stock scheduled to be issued upon the scheduled expiration date of the Performance Period may not be earlier issued in settlement of any Change in Control Determined Units upon the Change in Control unless the Change in Control is a 409A CIC and an exemption is available and elected under Treasury Regulation 1.409A-3(j)(ix)(B) or such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum issuance of the severance benefits that Executive would shares of Stock is 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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 permitted by 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. 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 shall not commence in a manner that complies connection 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. No severance payments will be made under this Agreement unless 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)). 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 payment1.409A-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 will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (a) the date that is six months and one day after Executive’s Separation from Service, and or (b) the date of Executive’s death (such earlier applicable date, the “Delayed Specified Executive Initial Payment Date”). On the Specified Executive Initial Payment Date, the Company will (or the successor entity thereto, as applicable) shall (i) pay to Executive a lump sum amount equal to the sum of the severance payments and benefits that Executive would otherwise have received through the Delayed Specified Executive 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 Section, and (ii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6this 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 Executive for any taxes or interest that may be assessed by the Internal Revenue Service 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 Code to payments made or begin until the later calendar yearpursuant to this Agreement.

Application of Section 409A. 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. 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)). 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. 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 payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (ai) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (bii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (iA) 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 6.8 paragraph, and (iiB) commence paying the balance of the severance benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6above. No interest shall will be due on any amounts deferred pursuant to this Section 6.8so deferred. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and severance payments or benefits payable to Executive pursuant to this Agreement are not otherwise exempt from the application of Code 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 severance will not be made or begin until the later calendar year.

Application of Section 409A. 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 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. In the event that payment of one or more of the benefits or payments hereunder would result in the imposition of any such taxes, interest, penalties or other monetary amounts owed by Executive or any other taxpayer by reason of Section 409A or any similar State statute, the mechanism of delivery of such benefit or payment shall be modified to the extent permissible under Section 409A to eliminate such imposition (e.g. through the grant of a new fully-vested Stock Award and/or cash payment of equivalent value). 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 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 are payable upon or 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. No severance payments will be made under this Agreement unless 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(h)1.409A-1(i). 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 and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest shall be due on any amounts deferred pursuant to this Section 6.8payments. 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 required by Section 409A, then, if the period during which Executive may consider for executing and sign not revoking the Release spans two calendar taxable years, the payment of any such Severance Benefit will not shall be paid in the second taxable year. Any tax gross up payment hereunder shall be made no later than the end of the calendar year following the calendar year in which the related taxes are remitted to the appropriate tax authorities, or begin until at such other specified time or schedule that may be permitted under Treas. Reg. Section 1.409A-3(i)(1)(v). The amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year ay not affect the later expenses eligible for reimbursement, or in-kind benefits to be provided in any other calendar year. The reimbursement of an eligible expense must made on or before the last day of the calendar year following the calendar year in which the expense was incurred. The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Application of Section 409A. 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 that complies with Section 409A, and incorporates by reference all required definitions and payment terms. No severance payments will be made under this Agreement unless Executivehereunder due upon the occurrence of Employee’s termination of employment constitutes deferred compensation that is subject to Section 409A, and is not otherwise exempt from complying with the provisions of Section 409A, then such payment(s) will not commence 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)). 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. 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 the Employee is, on the termination of his or her 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 such payment will be delayed as follows: on until the earlier to occur of of: (ai) the date that is six months and one day after ExecutiveEmployee’s Separation separation from Serviceservice, and or (bii) the date of ExecutiveEmployee’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”), and the Company (or the successor entity thereto, as applicable) will (iA) pay to Executive Employee a lump sum amount equal to the sum of the severance benefits payments 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 payments had not been so delayed pursuant to this Section 6.8 Section, and (iiB) commence paying the balance (if any) of the severance benefits any such payments in accordance with the applicable payment schedule schedules set forth in Section 6this Agreement. No interest shall be due on Each installment of any amounts deferred pursuant to payments provided for in 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 Agreement is a separate “payment” for purposes 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.409A.

Application of Section 409A. 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)(4l.409A-l(b)(4) and 1.409A-1(b)(9l.409A-l(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. 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-l(h)). 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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.the

Application of Section 409A. It is intended that all of the severance payments payable under this Agreement satisfy, Notwithstanding anything 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 contrary in 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. 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)). 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. 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, thenAgreement, solely to the extent necessary that such delay is required in order to avoid the incurrence imposition of the adverse personal an additional tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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 if Employee is a “specified employee” for purposes of Section 409A409A(a)(2)(B) of the Code, thenany payments to be made pursuant to this Agreement that are considered to be non-qualified deferred compensation distributable in connection with the Employee’s separation from service with Employer for purposes of Section 409A of the Code, and which otherwise would have been payable at any time during the six-month period immediately following Employee’s separation from service with Employer, shall not be paid prior to, and shall instead be payable in a lump sum within ten (10) business days following the end of such six-month period. Each payment of Base Salary, Annual Bonus or other compensation under this Agreement, including, without limitation, each payment to be made following termination of employment, shall be treated as a separate payment for purposes of Section 409A of the Code. If any payment that is to be made as a lump sum upon a Cessation of Business 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, then such payment shall be made as a lump sum payment of all obligations remaining under this Agreement (rather than continuing to be paid in installments on previously scheduled payment dates) only if one or more of the period during which Executive may consider following conditions are satisfied: (A) the Cessation of Business includes the corporate dissolution of the Employer taxable under Section 331 of the Code and sign the Release spans two calendar yearslump sum payment is made and taxable to the Employee within 12 months following the corporate dissolution, or (B) the payment of the lump sum is approved by a bankruptcy court pursuant to 11 U.S.C. Section 503(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 (D) any other event or condition has occurred or exists that allows for the acceleration of such Severance Benefit will payment without resulting in the imposition of an additional tax under Section 409A of the Code. The parties agree that in 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 made or begin until in compliance with Section 409A of the later calendar yearCode, the parties will negotiate in good faith to address such guidance so that such payments are compliant with Section 409A of the Code to the extent reasonably practicable.

Application of Section 409A. 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)(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. 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)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), ExecutiveKey Employee’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 (or under any other arrangement with Key Employee) that constitute “deferred compensation” shall not commence in connection with Key Employee’s termination of employment unless and until Key Employee 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 Key Employee) constitute “deferred compensation” under Section 409A and if Executive Key Employee 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 payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (ai) the date that is six months and one day after Executivethe effective date of Key Employee’s Separation from Service, and (bii) the date of ExecutiveKey Employee’s death (such the earlier date, the “Delayed Initial Payment Date”), the Company will (iA) pay to Executive Key Employee a lump sum amount equal to the sum of the severance benefits payments upon Separation from Service that Executive Key Employee 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 7.11, and (iiB) commence begin paying the balance of the severance benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6above. No interest shall will 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 yearso deferred.

Application of Section 409A. 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. 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)). 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. 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 severance benefits will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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. 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 shall not commence in connection 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. No severance payments will be made under this Agreement unless 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”)). 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 payment1.409A-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 will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (a) the date that is six months and one day after Executive’s Separation from From Service, and or (b) 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 (or the successor entity thereto, as applicable) shall (i) pay to Executive a lump sum amount equal to the sum of the severance 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 (ii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6. 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 yearAgreement.

Application of Section 409A. It is intended that all each installment of the severance payments payable under and benefits provided for in this Agreement satisfy, to is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). To the greatest extent possiblepermissible, the exemptions payments and benefits set forth in this Agreement will be administered in a manner that is consistent with the exceptions 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 ), including but not limited to the exceptions 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 with Section 409A. If accordance therewith to the maximum extent permitted by law. To the extent any payments and benefits provided under this Agreement are not so exemptexempt and constitute “deferred compensation” within the meaning of Section 409A, this Agreement (and any definitions hereunder) will be construed in a manner that complies is compliant with Section 409A, and incorporates 409A to the maximum extent permitted by reference all required definitions and payment terms. 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)). 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 paymentlaw. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is Employee is, on 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 will payments and delivery of the benefits that become due on such a Separation from Service shall be delayed as follows: on until the earlier earliest to occur of of: (a) the date that is six months and one day after ExecutiveEmployee’s Separation from Service, and (b) the date of ExecutiveEmployee’s death or (c) such earlier date as is permitted under Section 409A (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company will (or the successor entity thereto, as applicable) shall (i) pay to Executive Employee a lump sum amount equal to the sum of the severance 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 for compliance with Section 6.8 409A and (ii) commence paying the balance of the severance payments and benefits thereafter in accordance with the applicable payment schedule schedules set forth in Section 6this Agreement. 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.[SIGNATURE PAGE FOLLOWS]

Application of Section 409A. 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 shall not commence in a manner that complies connection 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. No severance payments will be made under this Agreement unless ExecutiveEmployee’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”)). 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, 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 payment1.409A-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 will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (a) the date that is six months and one day after ExecutiveEmployee’s Separation from From Service, and or (b) 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 (or the successor entity thereto, as applicable) shall (i) pay to Executive Employee a lump sum amount equal to the sum of the severance 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 (ii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6this 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 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 Code to payments made or begin until the later calendar yearpursuant to this Agreement.

Application of Section 409A. It is intended that all of the severance payments payable under this Agreement satisfy, Notwithstanding anything 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 contrary in 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. 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)). 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. 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, thenAgreement, solely to the extent necessary that such delay is required in order to avoid the incurrence imposition of the adverse personal an additional tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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 if Employee is a "specified employee" for purposes of Section 409A409A(a)(2)(B) of the Code, thenany payments to be made pursuant to this Agreement that are considered to be non-qualified deferred compensation distributable in connection with the Employee's separation from service with Employer for purposes of Section 409A of the Code, and which otherwise would have been payable at any time during the six-month period immediately following Employee's separation from service with Employer, shall not be paid prior to, and shall instead be payable in a lump sum within ten (10) business days following the end of such six-month period. Each payment of Base Salary, Annual Bonus or other compensation under this Agreement, including, without limitation, each payment to be made following termination of employment, shall be treated as a separate payment for purposes of Section 409A of the Code. If any payment that is to be made as a lump sum upon a Cessation of Business 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, then such payment shall be made as a lump sum payment of all obligations remaining under this Agreement (rather than continuing to be paid in installments on previously scheduled payment dates) only if one or more of the period during which Executive may consider following conditions are satisfied: (A) the Cessation of Business includes the corporate dissolution of the Employer taxable under Section 331 of the Code and sign the Release spans two calendar yearslump sum payment is made and taxable to the Employee within 12 months following the corporate dissolution, or (B) the payment of the lump sum is approved by a bankruptcy court pursuant to 11 U.S.C. Section 503(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 (D) any other event or condition has occurred or exists that allows for the acceleration of such Severance Benefit will payment without resulting in the imposition of an additional tax under Section 409A of the Code. The parties agree that in 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 made or begin until in compliance with Section 409A of the later calendar yearCode, the parties will negotiate in good faith to address such guidance so that such payments are compliant with Section 409A of the Code to the extent reasonably practicable.

Application of Section 409A. 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. 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)). 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. 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 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 (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 and (ii) commence paying the balance of the severance benefits Severance Benefits in accordance with the applicable payment schedule set forth in Section 66.1. 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 year6.6.

Application of Section 409A. 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 termsany ambiguities herein shall be interpreted accordingly. No Notwithstanding anything to the contrary set forth herein, any severance payments will be made under this Agreement unless benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the 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”). 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. 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 will severance benefit payments shall be delayed as follows: on until the earlier to occur of of: (ai) the date that is six months and one day after the Executive’s Separation from From Service, and or (bii) the date of the Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum death. If all or any portion 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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.any

Application of Section 409A. 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. 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)). 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. 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 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 payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (ai) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (bii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (iA) 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 6.8 paragraph, and (iiB) commence paying the balance of the severance benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6above. No interest shall will 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 yearso deferred.

Application of Section 409A. 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. 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)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s '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 (or 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 payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (ai) the date that is six months and one day after the effective date of Executive’s 's Separation from Service, and (bii) the date of Executive’s 's death (such the earlier date, the “"Delayed Initial Payment Date”"), the Company will (iA) 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 6.8 7.11, and (iiB) commence begin paying the balance of the severance benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6above. No interest shall will 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 yearso deferred.

Application of Section 409A. 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. 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)). 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. 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 payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (ai) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (bii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (iA) 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 6.8 paragraph, and (iiB) commence paying the balance of the severance benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6above. No interest shall will be due on any amounts deferred pursuant to this Section 6.8so deferred. 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 year7.

Application of Section 409A. It is intended that all of the severance payments payable under this Agreement satisfy, Notwithstanding anything to the greatest extent possiblecontrary set forth herein, any Severance Benefits that constitute “deferred compensation” within 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 shall not commence in a manner that complies connection 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. No severance payments will be made under this Agreement unless the 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”). 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. If if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits provided under this Agreement constitutes Severance Benefits 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 will Benefit payments shall be delayed as follows: on until the earlier to occur of of: (ai) the date that is six months and one day after the Executive’s Separation from From Service, and or (bii) the date of the Executive’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”), ) and the Company will (ior the successor entity thereto, as applicable) shall (A) pay to the Executive a lump sum amount equal to the sum of the severance benefits Severance Benefit 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 Benefits had not been so delayed pursuant to this Section 6.8 and (iiB) commence paying the balance of the severance benefits Severance Benefits in accordance with the applicable payment schedule schedules set forth in Section 6. 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 yearAgreement.

Application of Section 409A. 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. 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)). 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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.of

Application of Section 409A. 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 termsany ambiguities herein shall be interpreted accordingly. No Notwithstanding anything to the contrary set forth herein, any severance payments will be made under this Agreement unless benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the 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”). 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. 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 will severance benefit payments shall be delayed as follows: on until the earlier to occur of of: (ai) the date that is six months and one day after the Executive’s Separation from From Service, and or (bii) the date of the Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits 409A in accordance with the applicable payment schedule set forth in Section 6. 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 Codeforegoing, 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.such

Application of Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement that constitute “deferred compensation” within the meaning of Section 409A of the Code, and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) 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 him to incur the additional 20% tax under Section 409A. It is intended that all 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 payments of severance payments payable under 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. 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)). 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. If if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits provided under this Agreement constitutes any 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 will severance payments shall be delayed as follows: on until the earlier to occur of of: (ai) the date that is six months and one day after Executive’s Separation from From Service, and or (bii) 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 (ior the successor entity thereto, as applicable) shall (A) 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 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 (iiB) commence paying the balance of the severance benefits pay in accordance with the applicable payment schedule schedules set forth in Section 6this 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 6.8. To which the extent that any Severance Benefits are deferred compensation under Section 409A Company receives written documentation of the Codeexpense, and are not otherwise exempt from provided that all expenses will be reimbursed on or before the application last day of Section 409A, then, if the period during calendar year following the calendar year in 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 yearexpense was incurred.

Application of Section 409A. 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. 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)). 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. 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 severance benefits will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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. It is intended Notwithstanding anything to the contrary set forth herein, to the extent that all of the severance any payments payable and benefits provided under this Agreement satisfy, to 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), such payments and this Agreement will be construed benefits shall not commence in a manner that complies connection 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. No severance payments will be made under this Agreement unless ExecutiveEmployee’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)). For purposes of Section 409A (including, without limitationreference to alternative definitions thereunder, a (“Separation From Service”), unless the Company reasonably determines that a Separation From Service is not a necessary precondition to payment and as a result 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 and benefits 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 payment1.409A-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 will payments and benefits shall be delayed as follows: on until the earlier earliest to occur of of: (a) the date that is six months and one day after ExecutiveEmployee’s Separation from From Service, and (b) the date of ExecutiveEmployee’s death or (c) such earlier date as is permitted under Section 409A (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company will (or the successor entity thereto, as applicable) shall (i) pay to Executive Employee a lump sum amount equal to the sum of the severance 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 (ii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6. 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 yearAgreement.

Application of Section 409A. It is intended that all of the severance payments Severance Bonus 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 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, 409A and incorporates by reference all required definitions and payment terms. No severance payments If the terms of this Agreement would subject Employee to any additional tax, penalty or interest under Section 409A (the “409A Penalties”), the Company and Employee 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 Employee under this Agreement. The Company shall not be liable to 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. Notwithstanding anything to the contrary set forth herein, no payment that constitutes 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)). For purposes of Section 409A (including409A, 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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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. 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 termsany ambiguities herein shall be interpreted accordingly. No Notwithstanding anything to the contrary set forth herein, any severance payments will be made under this Agreement unless benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the 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”). 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. 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 will severance benefit payments shall be delayed as follows: on until the earlier to occur of of: (ai) the date that is six months and one day after the Executive’s Separation from From Service, and or (bii) the date of the Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum death. . None of the severance benefits that Executive would will be paid or otherwise have received through delivered prior to the Delayed Initial Payment Date if the commencement effective date of the payment of Release. If the severance benefits had not been delayed pursuant to this Section 6.8 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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 covered by one or more exemptions from the application of Section 409A, then, if the period during which Executive may consider 409A and sign the Release spans two could become effective in the calendar yearsyear following the calendar year in which Executive’s Separation From Service occurs, the payment of any such Severance Benefit Release will not be made deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or begin until the later calendar yeareffectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. 268894125 v4 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 interpreted accordingly.

Application of Section 409A. 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. 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))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. 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after ExecutiveEmployee’s Separation from Service, and (b) the date of ExecutiveEmployee’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive Employee a lump sum amount equal to the sum of the 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 had not been delayed pursuant to this Section 6.8 6.7 and (ii) commence paying the balance of the severance {2315702-1, 110610-00000-01} benefits in accordance with the applicable payment schedule set forth in Section 66.1. 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 year6.7.

Application of Section 409A. It is intended In the event that all (i) any benefit provided under Section 4(a)(i), (ii) cash severance benefit provided under Section 4(a)(ii)(1), (iii) the health continuation coverage provided under Section 4(a)(ii)(2), or (iv) the outplacement benefit provided under Section 4(a)(ii)(3), fails to satisfy the distribution requirement of Section 409A(a)(2)(A) of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from Code as a result of 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. 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)). 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. 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 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 such benefit shall be accelerated to the severance 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 had pursuant to the Revised Payment Schedule would be subject to Section 409A(a)(1) of the Code, the payment of such benefits shall not been be paid pursuant to the original payment schedule or 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 Plan Administrator may attach conditions to or adjust the amounts paid pursuant to this Section 6.8 and (ii6(b) commence paying to preserve, as closely as possible, the balance economic consequences that would have applied in the absence of this Section 6(b); provided, however, that no such condition shall result in the payments being subject to Section 409A(a)(1) of the severance benefits Code. Payments pursuant to Section 4(a)(i) shall be paid, if at all, no later than five years after the consummation of the Change in accordance with the applicable payment schedule set forth in Section 6Control. No interest Eligible Employee shall have the right to receive payments pursuant to Section 4(a)(i) more than five years after the consummation of the Change in Control. It is the intention that payments hereunder shall be due on any amounts deferred paid pursuant to Treasury Regulation Section 1.409A-3(i)(5)(iv)(A). The Plan Administrator should interpret this Section 6.8. To the extent that any Severance Benefits are deferred compensation under Plan in compliance with 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. 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 or 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. 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)). 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. 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 will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (a) the date that is six months and one day after the Executive’s Separation from From Service, and or (b) 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 (or the successor entity thereto, as applicable) shall (i) pay to the Executive a lump sum amount equal to the sum of the severance 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 (ii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6this 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 6.8. To which the extent that any Severance Benefits are deferred compensation under Section 409A Company receives written documentation of the Codeexpense, and are not otherwise exempt from provided that all expenses will be reimbursed on or before the application last day of Section 409A, then, if the period during calendar year following the calendar year in 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 yearexpense was incurred.

Application of Section 409A. 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. 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)). 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 (or 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 payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (ai) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (bii) the date of Executive’s death (such the earlier date, the “Delayed Initial Payment Date”), the Company will (iA) 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 6.8 7.11, and (iiB) commence begin paying the balance of the severance benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6above. No interest shall will 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 yearso deferred.

Application of Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “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”) 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”). 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. 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)). 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. If if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits provided under this Agreement constitutes Severance Benefits, or a portion thereof, 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 imposition of the adverse personal any additional tax consequences or income recognition under Section 409A409A prior to actual payment to the Executive, the timing of the Severance will Benefit payments that constitute “deferred compensation” under Section 409A shall be delayed as follows: on until the earlier to occur of of: (ai) the date that is six months and one day after Executive’s Separation from Service, and From Service or (bii) the date of Executive’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 611. 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.EXECUTION VERSION

Application of Section 409A. 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 . Severance benefits shall 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. No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes commence until Executive has a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For 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. 409A. 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 409A(a)(2)(B)(i) of the CompanyCode, as 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 (a) the lesser of (y) the total cash severance payment amount, or (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-1(b)(4) of the Treasury Regulations. It is defined in intended that if 109912199 v2 Executive is a “specified employee” within the meaning of 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest any ambiguities herein 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 yearinterpreted accordingly.

Application of Section 409A. 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 satisfyTreasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) shall be paid in connection with Officer’s termination of employment with the Company (or terms of similar effect) unless and until Officer has incurred a “separation from service” (within the meaning of the Section 409A Regulations) with the Company. Furthermore, to the greatest extent possiblethat Officer is a “specified employee” within the meaning of the Section 409A Regulations as of the date of Officer’s separation from service, no amount that constitutes a deferral of compensation that is not exempt under Code Section 409A and which is payable on account of Officer’s separation from service shall be paid to Officer before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Officer’s separation from service or, if earlier, the exemptions date of Officer’s death following such separation from service. All such amounts that would, but for this section, become payable prior to the application Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. 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), 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. 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)). 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, accordinglyregulations, each installment payment hereunder shall at all times be considered treated as a separate and distinct payment. If the The Company determines intends that the severance benefits income 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 will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) 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 Officer pursuant to this Section 6.8 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest shall Agreement will not be due on any amounts deferred pursuant subject to this Section 6.8. To the extent that any Severance Benefits are deferred compensation taxation under Section 409A of the Code. Without in any way limiting the generality of the foregoing, the Company intends that (i) the portion of each of the Death/Disability Package described in Section 6(a)(i) and are not otherwise exempt the Severance Package described in Section 6(c)(i) qualify for exemption from the application requirements of Section 409A409A of the Code under the short-term deferral rule of Treasury Regulation Section 1.409A-1(b)(4) and/or the separation pay rule of Treasury Regulation Section 1.409A-1(b)(9)(iii) to the maximum extent permitted thereunder and (ii) the portion of each of the Death/Disability Package described in Section 6(a)(ii) and the Severance Package described in Section 6(c)(ii) qualify for exemption from the requirements of Section 409A of the Code under the medical benefits rule of Treasury Regulation Section 1.409A-1(b)(9)(v)(B). The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. However, thenthe Company does not guarantee any particular tax, if effect for income provided to Officer pursuant to this Agreement. In any event, except for the period during which Executive may consider Company’s responsibility to withhold applicable income and sign employment taxes from compensation paid or provided to Officer, the Release spans two calendar years, Company shall not be responsible for the payment of any such Severance Benefit will not be made applicable taxes on compensation paid or begin until the later calendar yearprovided to Officer pursuant to this Agreement.

Application of Section 409A. 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 termsany ambiguities herein shall be interpreted accordingly. No Notwithstanding anything to the contrary set forth herein, any severance payments will be made under this Agreement unless benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the 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”). 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. 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 will severance benefit payments shall be delayed as follows: on until the earlier to occur of of: (ai) the date that is six months and one day after the Executive’s Separation from From Service, and or (bii) the date of the Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum death. None of the severance benefits that Executive would will be paid or otherwise have received through delivered prior to the Delayed Initial Payment Date if the commencement effective date of the payment of Release. If the severance benefits had not been delayed pursuant to this Section 6.8 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. 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 covered by one or more exemptions from the application of Section 409A, then, if the period during which Executive may consider 409A and sign the Release spans two could become effective in the calendar yearsyear following the calendar year in which Executive’s Separation From Service occurs, the payment of any such Severance Benefit Release will not be made deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or begin until the later calendar yeareffectiveness 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 interpreted accordingly.

Application of Section 409A. It is intended that all Notwithstanding any inconsistent provision of the severance payments payable under this Agreement satisfyAgreement, to the greatest extent possible, the exemptions from the application of Section 409A Company or Executive determines in good faith that one or more 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 payments or benefits received or to be received by Executive pursuant to this Agreement will be construed in a manner that complies connection 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. No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” would constitute deferred compensation subject to the provisions of section 409A of the Internal Revenue Code of 1986 as amended, and the proposed or final (as defined applicable) regulations issued thereunder, and the rulings, notices and other guidance issued by the Internal Revenue Services interpreting the same (“the Section 409A Rules”), the Company and Executive agree to negotiate in good faith to reform any provisions of this Agreement to maintain to the maximum extent practicable the original intent of the applicable provisions without violating the Section 409A Rules, if the Company or Executive deems in good faith such reformation necessary or advisable pursuant to the Section 409A Rules to avoid the incurrence by Executive of any additional tax, interest and penalties under Treasury Regulation the Section 1.409A-1(h))409A Rules. For Such reformation shall not result in a reduction of the aggregate amount of payments or benefits under this Agreement, nor the obligation of the Company to pay interest on any payments delayed for the purposes of avoiding a violation of the Section 409A (includingRules. Notwithstanding the foregoing or anything to the contrary contained in any other provision of 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. 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 Rules at the time of Executive’s Separation “separation of service” within the meaning of the Section 409A Rules, then any payment otherwise required to be made to Executive under this Agreement on account of Executive’s separation from Serviceservice, then, solely to the extent necessary such payment (after taking in to avoid account all exclusions applicable to such payment under the incurrence of Section 409A Rules) is properly treated as deferred compensation subject to the adverse personal tax consequences under Section 409A409A Rules, shall not be made until the timing of the Severance will be delayed as follows: on the earlier to occur of first business day after (ai) the expiration of six (6) months from the date that is six months and one day after of Executive’s Separation separation from Serviceservice, and or (bii) if earlier, the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received through . On the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been Date, all payments delayed pursuant to this Section 6.8 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest preceding sentence shall be due on any amounts deferred pursuant paid in a single cash lump sum 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, thenExecutive or, if the period during which Executive may consider and sign the Release spans two calendar yearshe has died, the payment of any such Severance Benefit will not be made or begin until the later calendar yearto his estate.

Application of Section 409A. (i) It is intended that all each installment of the severance payments payable and benefits provided under this Agreement Plan (the “Severance Benefits”) is a separate “payment” for purposes Section 1.409A-2(b)(2)(i) of the Treasury Regulations. For the avoidance of doubt, it is intended that payments of the Severance Benefits satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations Treasury 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), 1.409A-1(b)(5) and 1.409A-1(b)(9)) of the Treasury Regulations. 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. 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)). 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. If if the Company Plan Administrator determines that the severance benefits provided under this Agreement constitutes Severance Benefits constitute “deferred compensation” under Section 409A and if Executive is the Eligible Employee is, on his or her separation from service, a “specified employee” of the Company, 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, Code) then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payment of the Severance will Benefits shall be delayed as follows: so that on the earlier to occur of of: (ai) the date that is six months and one day after Executivethe Eligible Employee’s Separation separation from Service, service and (bii) the date of Executivethe Eligible Employee’s death (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”), the Company will shall (iA) pay to Executive the Eligible Employee a lump sum amount equal to the sum of the severance benefits Severance Benefits that Executive the Eligible 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 6(b)(i) and (iiB) commence paying the balance of the severance benefits Severance Benefits in accordance with the applicable payment schedule schedules set forth in Section 6. 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 yearPlan.

Application of Section 409A. It is intended that all each installment of payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the severance avoidance of doubt, it is intended that payments payable under and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions 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 ), including but not limited to the exceptions 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 accordance therewith to the maximum extent permitted by law. Notwithstanding anything to the contrary set forth herein, to the extent that complies with Section 409A. If not so exempt, this Agreement (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. 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)). 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. If the Company determines that the severance benefits provided under this Agreement constitutes constitute “deferred compensation” under within the meaning of Section 409A 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 will payments and benefits payable upon such a Separation from Service shall be delayed as follows: on until the earlier earliest to occur of of: (a) the date that is six months and one day after ExecutiveEmployee’s Separation from Service, and (b) the date of ExecutiveEmployee’s death or (c) such earlier date as is permitted under Section 409A (such earlier applicable date, the “Delayed Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company will (or the successor entity thereto, as applicable) shall (i) pay to Executive Employee a lump sum amount equal to the sum of the severance 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 (ii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6this Agreement. 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.[SIGNATURE PAGE FOLLOWS]

Application of Section 409A. 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 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. 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)). 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 (or 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 payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (ai) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (bii) the date of Executive’s death (such the earlier date, the “Delayed Initial Payment Date”), the Company will (iA) 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 6.8 7.11, and (iiB) commence begin paying the balance of the severance benefits payments in accordance with the applicable payment schedule schedules set forth in Section 6above. No interest shall will 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 yearso deferred.

Application of Section 409A. 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 shall not commence in a manner that complies connection 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. No severance payments will be made under this Agreement unless 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) (“Separation From Service”)). 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, 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 payment1.409A-1(b)(9). 7 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 will payments and benefits shall be delayed as follows: on until the earlier to occur of of: (a) the date that is six months and one day after Executive’s Separation from From Service, and or (b) 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 (or the successor entity thereto, as applicable) shall (i) pay to Executive a lump sum amount equal to the sum of the severance 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 (ii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedule schedules set forth in Section 6. 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 yearAgreement.