Common use of Code Section 409A Compliance Clause in Contracts

Code Section 409A Compliance. The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. The intent of the Parties is that payments and benefits Each payment under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. considered a separate payment for purposes of Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits benefit upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect Notwithstanding anything to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under contrary in this Agreement, such reimbursement if the Executive is a “specified employee” (within the meaning of expenses or provision of in-kind benefits shall be subject to Section 409A) on the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) date of the Code; Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (2the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) the reimbursement of an eligible expense shall be made no later than days after the end of the year after sixth month period following the year in which Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such expense was incurred; and (3) payments or benefits provide for the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes “deferral of Code compensation” within the meaning of Section 409A, Executive’s right to after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any installment remaining payments and benefits due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall be treated as a right forfeit all rights to receive a series of separate such payments and distinct paymentsbenefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specifies specified a payment period with reference respect to a number of days (e.g., “within sixty (60) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company. If The Company will cooperate with the Executive is a specified employee within in making any amendments to this Agreement that the meaning Executive reasonably requests to avoid the imposition of Code taxes or penalties under Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result 409A of the Executive’s separation from service, sooner Code provided that such changes do not provide the Executive with additional benefits (other than six (6de minimus benefits) months after Executive’s “separation from service” that, absent the application of under this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathAgreement.

Code Section 409A Compliance. The intent of the Parties This Agreement is that payments and benefits under this Agreement intended to comply with, or be exempt from, with Code Section 409A and, accordingly, (to the extent applicable) and the parties hereto agree to interpret this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. To the maximum extent permittedpossible, any severance owed under this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed construed to have occurred for purposes of any provision of this Agreement providing for fit within the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensationshort-term deferral rule” under Code Section 409A unless and/or the “two times two year” involuntary separation pay exception under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, if the Executive is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Executive’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement (i) shall not be paid (or commence) during the six-month period immediately following the Executive’s separation from service and (ii) shall instead be paid to the Executive in a lump-sum cash payment on the earlier of (A) the first regular payroll date of the seventh month following the Executive’s separation from service or (B) the 10th business day following the Executive’s death (but not earlier than such payment would have been made absent such death). If the Executive’s termination is also of employment hereunder does not constitute a “separation from service” within the meaning of Code Section 409A and409A, for purposes then any amounts payable hereunder on account of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms the Executive’s employment and which are subject to Code Section 409A shall mean not be paid until the Executive has experienced a “separation from service.” With respect to any reimbursement within the meaning of expenses ofCode Section 409A. In addition, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits benefit shall not be subject to liquidation or exchange for another benefitbenefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. For purposes Any reimbursement to which the Executive is entitled hereunder shall be made no later than the last day of the calendar year following the calendar year in which such expenses were incurred. Notwithstanding anything herein to the contrary, neither the Company nor any of its affiliates shall have any liability to the Executive or to any other person or entity if this Agreement is, or if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Code Section 409A409A are, Executive’s right to receive any installment payments pursuant to this Agreement not so exempt or compliant. Each payment payable hereunder shall be treated as a right to receive separate payment in a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee payments within the meaning of of, and for purposes of, Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, with Section 409A of the Internal Revenue Code and applicable guidance thereunder (“Code Section 409A”) or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter that would not be in compliance with Code Section 409A. (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such the termination is also a “separation from service” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, as it relates to “nonqualified deferred compensation,” references to a “termination,” or “termination of employment,” or like terms references shall mean “separation from service.” With respect . If the Executive is deemed on the date of separation from service with the Company to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), the payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six- month period measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death. In the case of benefits required to be delayed under Code Section 409A, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during that six month delay period and then be reimbursed by the Company thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 8(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of the delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearCode Section 409A, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because those expenses are subject to a limit related to the period the arrangement is in effect. For All reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the fiscal year following the fiscal year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty ten (6010) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If . (g) Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive if any payment of “nonqualified or benefit which is to be provided pursuant to this Agreement and that is considered deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be compensation subject to additional tax imposed pursuant to Code Section 409A as a result otherwise fails to comply with, or be exempt from, the requirements of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.Code Section 409A.

Code Section 409A Compliance. The intent of To the Parties is extent amounts or benefits that payments and benefits become payable under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to on account of the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A Executive’s termination of employment shall not be deemed to have occurred for purposes (other than by reason of any provision of this Agreement providing for the payment of any amounts or benefits upon or following Executive’s death) constitute a termination of employment that are considered distribution under a “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from servicecompensation plan” within the meaning of Code Section 409A and(“Deferred Compensation”), for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “the Executive’s termination of employment,” or like terms employment shall mean be deemed to occur on the date that the Executive incurs a “separation from Service’ with the Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of the Executive’s separation from service.” With respect to any reimbursement , the Executive is a “specified Executive’ (within the meaning of expenses ofCode Section 409A and Treasury Regulation Section 1.409A-1(i)), or any provision the payment of in-kind benefits to, such Deferred Compensation shall commence on the first business day of the seventh month following Executive’s separation from Service and the Company shall then pay the Executive, as specified without interest, all such Deferred Compensation that would have otherwise been paid under this AgreementAgreement during the first six months following the Executive’s separation from service had the Executive not been a specified Executive. Thereafter, such the Company shall pay Executive any remaining unpaid Deferred Compensation in accordance with this Agreement as if there had not been a six-month delay imposed by this paragraph. If any expense reimbursement of expenses or provision of in-kind benefits by the Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be subject made to the Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following conditions: (1) the expenses eligible for year during which such expense was incurred. Any reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses amount eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the another year after the year in which such expense was incurred; and (3) the right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes In addition, if any provision of this Agreement would subject the Executive to any additional tax or interest under Code Section 409A, Executive’s right then the Company shall reform such provision; provided that the Company shall (x) maintain, to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)maximum extent practicable, the actual date of payment within the specified period shall be within the sole discretion original intent of the Company. If applicable provision without subjecting the Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to such additional tax imposed pursuant to Code Section 409A or interest and (y) not incur any additional compensation expense as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathreformation.

Code Section 409A Compliance. 5.8.1. The intent provisions of this Agreement are intended to comply with Section 409A of the Parties is that payments Code and benefits any final regulations and guidance promulgated thereunder (“Section 409A”) or an exemption thereunder and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company and Executive agree to work together in good faith to consider amendments to this Agreement comply withand to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment or provision of benefit to Executive under Section 409A. 5.8.2. To the extent that Executive will be reimbursed for costs and expenses or in-kind benefits, except as otherwise permitted by Section 409A, (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be exempt fromprovided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code Section 409A and, accordingly, solely because such expenses are subject to a limit related to the maximum extent permitted, this Agreement period the arrangement is in effect and (c) such payments shall be interpreted and administered accordinglymade on or before the last day of the taxable year following the taxable year in which Executive incurred the expense. 5.8.3. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also constitutes a “separation Separation from serviceService” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” Agreement references to a “termination,” “termination of employment,” or like terms shall mean “Separation from Service. 5.8.4. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from serviceservice or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq.” With respect , to the maximum extent permitted by that regulation, with any reimbursement of expenses of, or any provision of in-kind benefits to, amount that is not exempt from Section 409A being subject to Section 409A. 5.8.5. Notwithstanding anything to the Executive, as specified under contrary in this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If if Executive is a “specified employee employee” within the meaning of Code Section 409A(a)(2)(B)(i) 409A at the time of Executive’s termination, then only that portion of the severance and would receive benefits payable to Executive pursuant to this Agreement, if any, and any payment of “nonqualified other severance payments or separation benefits which may be considered deferred compensation,” as a result compensation under Section 409A that is payable on account of the Executive’s separation from servicetermination (other than by reason of death) (together, sooner than the “Deferred Compensation Separation Benefits”) that are due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum cash payment on the date that is six (6) months after and one (1) day following the date of Executive’s “separation from service” thattermination of employment. All subsequent Deferred Compensation Separation Benefits, absent the application of this Section 24if any, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead will be payable on in accordance with the date that is payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the earliest of (i) contrary, if Executive dies following termination but prior to the six (6) months after month anniversary of Executive’s “separation from service,” or (ii) termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death (but not earlier than such payment would have been made absent such death) and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. 5.8.6. Notwithstanding anything herein to the contrary, neither the Company nor any of its Affiliates shall have any liability to the Executive or to any other Person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Code Section 409A Compliance. (i) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and administered accordingly. shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to you and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on you by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect Notwithstanding anything to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under contrary in this Agreement, such reimbursement if you are deemed on the date of expenses termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits benefit shall not be subject made or provided until the date which is the earlier of (I) the expiration of the six (6)-month period measured from the date of your “separation from service,” and (II) the date of your death, to liquidation the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or exchange in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for another benefitthem herein. For purposes of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination.”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. The intent a. If any provision of the Parties is that payments and benefits under this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Internal Revenue Code (“Code”) Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision, to the extent possible, to comply withwith Code Section 409A; provided, or be exempt from, that the Company agrees to make only such changes as are necessary to bring such provisions into compliance with Code Section 409A and, accordinglyand to maintain, to the maximum extent permittedpracticable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. b. Notwithstanding any provision to the contrary in this Agreement shall be interpreted and administered accordingly. A Agreement, if the Executive is deemed on the date of termination of employment shall not to be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from servicespecified employee” within the meaning of that term under Code Section 409A and409A(a)(2)(B), for purposes then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” payment or like terms benefit shall mean “separation from service.” With respect to any reimbursement of expenses of, not be made or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be provided (subject to the following conditions: last sentence hereof) prior to the earlier of (1i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) expiration of the Code; six (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment 6)-month period with reference to a number of days (e.g., “within sixty (60) days following measured from the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to (as such term is defined in Treasury Regulations issued under Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i409A) six (6) months after Executive’s “separation from service,” or (ii) the date of Executive’s deathdeath (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefor were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay (or cause to be paid) to the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.

Code Section 409A Compliance. The intent of To the Parties is extent amounts or benefits that payments and benefits become payable under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to on account of the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A Executive’s termination of employment shall not be deemed to have occurred for purposes (other than by reason of any provision of this Agreement providing for the payment of any amounts or benefits upon or following Executive’s death) constitute a termination of employment that are considered distribution under a “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from servicecompensation plan” within the meaning of Code Section 409A and(“Deferred Compensation”), for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “the Executive’s termination of employment,” or like terms employment shall mean be deemed to occur on the date that the Executive incurs a “separation from Service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of the Executive’s separation from service., the Executive is a “specified Executive” With respect to any reimbursement (within the meaning of expenses ofCode Section 409A and Treasury Regulation Section 1.409A-1(i)), or any provision the payment of in-kind benefits to, such Deferred Compensation shall commence on the first business day of the seventh month following the Executive’s separation from Service and the Company shall then pay the Executive, as specified without interest, all such Deferred Compensation that would have otherwise been paid under this AgreementAgreement during the first six months following the Executive’s separation from service had the Executive not been a specified Executive. Thereafter, such the Company shall pay Executive any remaining unpaid Deferred Compensation in accordance with this Agreement as if there had not been a six-month delay imposed by this paragraph. If any expense reimbursement of expenses or provision of in-kind benefits by the Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be subject made to the Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following conditions: (1) the expenses eligible for year during which such expense was incurred. Any reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses amount eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the another year after the year in which such expense was incurred; and (3) the right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes In addition, if any provision of this Agreement would subject the Executive to any additional tax or interest under Code Section 409A, Executive’s right then the Company shall reform such provision; provided that the Company shall (x) maintain, to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)maximum extent practicable, the actual date of payment within the specified period shall be within the sole discretion original intent of the Company. If applicable provision without subjecting the Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to such additional tax imposed pursuant to Code Section 409A or interest and (y) not incur any additional compensation expense as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathreformation.

Code Section 409A Compliance. The intent of the Parties 15.1 This Agreement is that payments and benefits under this Agreement intended to comply with, or otherwise be exempt from, Code Section 409A andof the Code and any regulations and Treasury guidance promulgated thereunder. 15.2 Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A of the Code. 15.3 The preceding provisions, accordinglyhowever, shall not be construed as a guarantee by Company of any particular tax effect to Executive under this Agreement. Company shall not be liable to Executive for any payment made under this Agreement, at the maximum extent permitteddirection or with the consent of Participant, which is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 15.4 For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following treated as a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references right to a “termination,” “termination series of employment,” or like terms shall mean “separation from serviceseparate payments.” 15.5 With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after following the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. . 15.6 For purposes of Code Section 409A409A of the Code, the date as of which Company and Executive reasonably anticipate that no further services would be performed by Executive shall be construed as the date that Executive first incurs a “separation from service” as defined under Section 409A of the Code. 15.7 Notwithstanding anything in this Agreement to the contrary, if a payment obligation arises on account of Executive’s right separation from service while Executive is a “specified employee” as described in Section 409A of the Code and the Treasury Regulations thereunder and as determined by the Company in accordance with its procedures, by which determination Executive is bound, any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to receive any installment payments pursuant to this Agreement the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be treated as a right to receive a series made on the first business day of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days the seventh month following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six or, if earlier, within fifteen (615) months days after the appointment of the personal representative or executor of Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s estate following his death.

Code Section 409A Compliance. The intent of the Parties is that payments and benefits under (a) Where this Employment Agreement comply with, or be exempt from, Code Section 409A and, accordingly, refers to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A Employee’s termination of employment shall not be deemed to have occurred for purposes of receiving any provision payment, whether such a termination has occurred will be determined in accordance with Section 409A of this Agreement the Internal Revenue Code (the “Code”) and Treasury Regulation Section 1.409A-1(h) (or any successor provisions) to the extent required by law. (b) To the extent that benefits under Section 6 are contingent upon Employee providing a General Release, Employee will sign and return the General Release within the reasonable time period designated by the Company, which will not be more than 45 days. If the period for Employee to review a General Release plus any revocation period crosses calendar years, payments contingent upon the Release will be made in the later calendar year. Any payments contingent upon the General Release that would otherwise be made during the period for review and revocation of the General Release will be made, provided that the General Release is timely executed and returned to the Company and not revoked, on the first scheduled payment date after such period ends. Each payment in respect of any amounts or benefits upon or following a Employee’s termination of employment that are considered “nonqualified deferred compensation” under Code Section 6 of the Employment Agreement is designated as a separate payment for Section 409A unless such termination purposes. (c) If Employee is also designated as a “separation from servicespecified Executive” within the meaning of Code Section 409A and(while the Company is publicly traded), for purposes of any such provision of this Agreement, as it relates deferred compensation payment subject to “nonqualified deferred compensation,” references Section 409A to a “termination,” “be made during the six-month period following Employee’s termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall employment will be subject to the following conditions: (1) the expenses eligible for reimbursement or withheld and the amount of in-kind benefits provided the payments withheld will be paid in one taxable year shall not affect a lump sum, without interest, during the expenses eligible for reimbursement or seventh month after Employee’s termination; provided, however, that if Employee dies prior to the amount expiration of in-kind benefits provided in any other taxable yearsuch six month period, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred payment to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall Employee’s beneficiary will be made no later than the end of the year after the year as soon as reasonably practicable following Employee’s death. The Company will identify in which such expense was incurred; and (3) the right writing delivered to reimbursement or in-kind benefits shall not be Employee any payments it reasonably determines are subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment delay under this Agreement specifies a payment period Section 8(c). In no event will the Company have any liability or obligation with reference respect to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” taxes for which Employee may become liable as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and administered accordingly. A termination shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of employment the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. b) An “Employment Separation” shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A an Employment Separation unless such termination Employment Separation is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” an Employment Separation or like terms shall mean “separation from service.” With respect If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of in-kind benefits to, any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, as specified and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this AgreementAgreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c) All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursement of expenses or provision of in-kind benefits reimbursements shall be subject paid no later than March 15th of the calendar year following the calendar year in which the expenses to the following conditions: (1) the be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement or the amount of in-kind benefits provided in one any taxable year shall not in any way affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b. d) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty thirty (6030) days following the date of terminationdays”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning . e) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A(a)(2)(B)(i) and would receive 409A be offset by any other payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” this Agreement or (ii) Executive’s deathotherwise.”

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and administered accordingly. A termination shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of employment the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) An “Employment Separation” shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A an Employment Separation unless such termination Employment Separation is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” an Employment Separation or like terms shall mean “separation from service.” With respect If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of in-kind benefits to, any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, as specified and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this AgreementAgreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursement of expenses or provision of in-kind benefits reimbursements shall be subject paid no later than March 15th of the calendar year following the calendar year in which the expenses to the following conditions: (1) the be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement or the amount of in-kind benefits provided in one any taxable year shall not in any way affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b. (d) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty thirty (6030) days following the date of terminationdays”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning . (e) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A(a)(2)(B)(i) 409A be offset by any other payment pursuant to this Agreement or otherwise.” SIXTH: Except as specifically modified herein, the Agreement shall remain in full force and would receive any payment of “nonqualified deferred compensation,” as a result effect in accordance with all of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathterms and conditions thereof.

Code Section 409A Compliance. The intent Notwithstanding any provision of this Agreement to the Parties is that payments contrary: (a) If and to the extent any payment or benefits under this Agreement are otherwise subject to the requirements of Code Section 409A, the intent of the parties is that such payment and benefits shall comply with, or be exempt from, with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted interpreted, and administered accordinglysuch payment and benefits shall be paid or provided under such other conditions determined by the Company that cause such payment and benefits, to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. The Company makes no representation that any or all of the payments or benefits provided under this Agreement will be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to any such payments or benefits. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A the Executive’s Termination Date unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” (c) Each payment payable to the Executive under this Agreement on or after the Executive’s Termination Date shall be treated as a separate and distinct “payment” With respect for purposes of Code Section 409A and, further, is intended to be exempt from Code Section 409A, including but not limited to the short-term deferral exemption thereunder. If and to the extent any reimbursement such payment is determined to be subject to Code Section 409A and is otherwise payable upon the Executive’s termination of expenses ofemployment, or in the event the Executive is a “specified employee” (as defined in Code Section 409A), any provision of in-kind benefits tosuch payment that would otherwise have been payable in the first six (6) months following the Executive’s Termination Date will not be paid to the Executive until the date that is six (6) months and one (1) day following the Executive’s Termination Date (or, if earlier, the Executive’s date of death). Any such deferred payments will be paid in a lump sum; provided that no such actions shall reduce the amount of any payments otherwise payable to the Executive under this Agreement. Thereafter, as specified the remainder of any such payments shall be payable in accordance with this Agreement. (d) All expenses or other reimbursements to the Executive under this Agreement, if any, shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one any taxable year shall not in any way affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b. (e) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a period within which such payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)may be made, the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning . (f) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A(a)(2)(B)(i) and would receive 409A be offset by any other payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to this Agreement or otherwise. (g) To the extent required under Code Section 409A as a result of such status as a specified employee409A, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s any reference herein to the term “separation from service,Agreement” shall mean this Agreement and any other plan, agreement, method, program, or other arrangement, with which this Agreement is required to be aggregated under Code Section 409A, and (ii) Executive’s deathany reference herein to the term “Company” shall mean the Company and all persons with whom the Company would be considered a single employer under Code Section 414(b) or 414(c).

Code Section 409A Compliance. The 8.1. It is the Company’s intent of the Parties is that payments compensation and benefits to which you are entitled under this Agreement comply withnot be treated as “nonqualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations and other official guidance promulgated thereunder (“Code Section 409A”), and that any ambiguities in the construction of this Agreement be interpreted in order to effectuate such intent. In the event that the Company determines, in its sole discretion, that any compensation or benefits to which you are entitled under this Agreement could be exempt from, treated as “nonqualified deferred compensation” under Code Section 409A and, accordingly, to the maximum extent permitted, unless this Agreement shall is amended or modified, the Company may, in its sole discretion, amend or modify this Agreement without obtaining any additional consent from you, so long as such amendment or modification does not materially affect the net present value of the compensation or benefits to which you otherwise would be interpreted and administered accordinglyentitled under this Agreement. 8.2. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of in-kind any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (a) the expiration of the six (6) month period measured from the date of your “separation from service,” and (b) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits todelayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the Executivenormal payment dates specified for them herein. 8.3. If a general release of claims, as specified contemplated under Section 7 hereof, is executed and delivered (and no longer subject to revocation) in the manner provided in said Section 7, then the following shall apply: (a) To the extent that the Severance Pay is not “nonqualified deferred compensation” for purposes of Code Section 409A, then the Severance Pay shall commence upon the first scheduled payment date immediately following the date that the release is executed, delivered and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this AgreementAgreement applied as though such payments commenced immediately upon your termination of employment, and any payments made thereafter shall continue as provided herein. (b) To the extent that the Severance Pay is “nonqualified deferred compensation” for purposes of Code Section 409A, then such reimbursement of expenses payments or provision of in-kind benefits shall be subject to made or commence upon the sixtieth (60th) day following conditions: your termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon your termination of employment, and any payments made thereafter shall continue as provided herein. 8.4. For purposes of compliance with Code Section 409A, (1a) the all expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense reimbursements hereunder shall be made no later than on or prior to the end last day of the taxable year after following the taxable year in which such expense was incurred; and expenses were incurred by you, (3b) the any right to reimbursement or in-in kind benefits shall is not be subject to liquidation or exchange for another benefit, and (c) no such reimbursement, expenses eligible for reimbursement, or in kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other taxable year. 8.5. For purposes of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. 8.6. Whenever a In no event shall any payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of that constitutes “nonqualified deferred compensation,” as a result for purposes of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Code Section 24, would 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. 8.7. In no event whatsoever shall the Company be liable for any additional tax tax, interest or penalty that may be imposed pursuant to on you by Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.damages for failing to comply with Code Section 409A.

Code Section 409A Compliance. The Executive and Buyer acknowledge that the Executive’s employment with Seller and/or Seller Bank will be terminated in connection with the Merger, effective immediately upon the Effective Time of the Merger, and that such termination will be a “separation from service” (within the meaning of Code Section 409A and the regulations thereunder) as an employee of Seller and Seller Bank. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s “separation from service,” Buyer determines that the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), then to the extent the Change of Control Agreement Amount would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Code Section 409A(a) as a result of the application of Code Section 409A(a)(2)(B)(i), such payment shall not be payable until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. The intent of the Parties parties is that payments and benefits under this Agreement comply with, or either be exempt from, from or comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyto be in compliance therewith. A termination of employment In no event whatsoever shall not Buyer or its affiliates be deemed liable for any additional tax, interest, or penalty that may be imposed on Executive by Code Section 409A or damages for failing to have occurred for purposes of comply with Code Section 409A. Notwithstanding any other provision of this Agreement providing for to the contrary, in no event shall any payment of any amounts or benefits upon or following a termination of employment under this Agreement that are considered constitutes “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning for purposes of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement offset, counterclaim, or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in recoupment by any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred amount payable to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Executive unless otherwise permitted by Code Section 409A409A. Buyer, Executive’s right Seller, and Seller Bank make no representation or warranty and shall have no liability to receive the Executive or any installment payments pursuant to other person if any provisions of this Agreement shall be treated as a right are determined to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified constitute deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be compensation subject to additional tax imposed pursuant to Code Section 409A as a result of but do not satisfy an exemption from, or the conditions of, such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathSection.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code (“Code”) Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. . (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” ” (c) With respect regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. , (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, ExecutiveEmployee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. . (e) If Executive Employee is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) of the Code and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) 6 months after ExecutiveEmployee’s “separation from service” that, absent the application of this Section 2413(e), would be subject to additional tax imposed pursuant to Code Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) 6 months after ExecutiveEmployee’s “separation from service,” or (ii) ExecutiveEmployee’s death.

Code Section 409A Compliance. 5.7.1. The intent provisions of this Agreement are intended to comply with Section 409A of the Parties is that payments Code and benefits any final regulations and guidance promulgated thereunder (“Section 409A”) or an exemption thereunder and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company and Executive agree to work together in good faith to consider amendments to this Agreement comply withand to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment or provision of any benefit to Executive under Section 409A (without increasing the cost to the Company). 5.7.2. To the extent that Executive will be reimbursed for costs and expenses or be provided in-kind benefits, except as otherwise permitted by Section 409A, (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be exempt fromprovided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code Section 409A and, accordingly, solely because such expenses are subject to a limit related to the maximum extent permitted, this Agreement period the arrangement is in effect and (c) such payments shall be interpreted and administered accordinglymade on or before the last day of the taxable year immediately following the taxable year in which Executive incurred the expense. 5.7.3. A To the extent required by Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also constitutes a “separation Separation from serviceService” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” Agreement references to a “termination,” “termination of employment,” or like terms shall mean “Separation from Service. 5.7.4. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from serviceservice or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short- term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other separation payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq.” With respect , to the maximum extent permitted by that regulation, with any reimbursement of expenses of, or any provision of in-kind benefits to, amount that is not exempt from Section 409A being subject to Section 409A. 5.7.5. Notwithstanding anything to the Executive, as specified under contrary in this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If if Executive is a “specified employee employee” within the meaning of Code Section 409A(a)(2)(B)(i) 409A at the time of Executive’s termination, then only that portion of the severance and would receive benefits payable to Executive pursuant to this Agreement, if any, and any payment of “nonqualified other severance payments or separation benefits, in either case, which may be considered deferred compensation,” as a result compensation under Section 409A that is payable on account of the Executive’s separation from servicetermination (other than by reason of death) (together, sooner than the “Deferred Compensation Separation Benefits”) that are due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum payment on the date that is six (6) months after and one (1) day following the date of Executive’s “separation from service” thattermination of employment. All subsequent Deferred Compensation Separation Benefits, absent the application of this Section 24if any, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead will be payable on in accordance with the date that is payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the earliest of (i) contrary, if Executive dies following termination but prior to the six (6) months after month anniversary of Executive’s “separation from service,” or termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum within thirty (ii30) days after the date of Executive’s death (but not earlier than such payment would have been made absent such death) and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. 5.7.6. Notwithstanding anything herein to the contrary, neither the Company nor any of its Affiliates shall have any liability to the Executive or to any other Person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Code Section 409A Compliance. The intent of To the Parties is extent amounts or benefits that payments and benefits become payable under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to on account of the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A Employee's termination of employment shall not be deemed to have occurred for purposes (other than by reason of any provision of this Agreement providing for the payment of any amounts or benefits upon or following Employee's death) constitute a termination of employment that are considered distribution under a “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from servicecompensation plan” within the meaning of Code Section 409A and("Deferred Compensation”), for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “the Employee's termination of employment,” or like terms employment shall mean “be deemed to occur on the date that the Employee incurs a "separation from Service' with the Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of the Employee's separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the ExecutiveEmployee is a "specified employee' (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), as specified the payment of such Deferred Compensation shall commence on the first business day of the seventh month following Employee's separation from Service and the Company shall then pay the Employee, without interest, all such Deferred Compensation that would have otherwise been paid under this AgreementAgreement during the first six months following the Employee's separation from service had the Employee not been a specified employee. Thereafter, such the Company shall pay Employee any remaining unpaid Deferred Compensation in accordance with this Agreement as if there had not been a six-month delay imposed by this paragraph. If any expense reimbursement of expenses or provision of in-kind benefits by the Employee under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be subject made to the Employee as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following conditions: (1) the expenses eligible for year during which such expense was incurred. Any reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses amount eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the another year after the year in which such expense was incurred; and (3) the right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes In addition, if any provision of this Agreement would subject the Employee to any additional tax or interest under Code Section 409A, Executive’s right then the Company shall reform such provision; provided that the Company shall (x) maintain, to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)maximum extent practicable, the actual date of payment within the specified period shall be within the sole discretion original intent of the Company. If Executive is a specified employee within applicable provision without subjecting the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject Employee to such additional tax imposed pursuant to Code Section 409A or interest and (y) not incur any additional compensation expense as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathreformation.

Code Section 409A Compliance. The intent of the Parties is that payments and benefits under (a) Where this Employment Agreement comply with, or be exempt from, Code Section 409A and, accordingly, refers to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A Employee’s termination of employment shall not be deemed to have occurred for purposes of receiving any provision payment, whether such a termination has occurred will be determined in accordance with Section 409A of this the Internal Revenue Code (the “Code”) and Treasury Regulation Section 1.409A-1(h) (or any successor provisions) to the extent required by law. (b) To the extent that benefits under Section 6 are contingent upon Employee providing a General Release Agreement, Employee will sign and return the General Release Agreement providing within the reasonable time period designated by the Company, which will not be more than 45 days. If the period for Employee to review a General Release Agreement plus any revocation period crosses calendar years, payments contingent upon the Release will be made in the later calendar year. Any payments contingent upon the General Release Agreement that would otherwise be made during the period for review and revocation of the General Release Agreement will be made, provided that the General Release Agreement is timely executed and returned to the Company and not revoked, on the first scheduled payment date after such period ends. Each payment in respect of any amounts or benefits upon or following a Employee’s termination of employment that are considered “nonqualified deferred compensation” under Code Section 6 of the Employment Agreement is designated as a separate payment for Section 409A unless such termination purposes. (c) If Employee is also designated as a “separation from servicespecified Executive” within the meaning of Code Section 409A and(while the Company is publicly traded), for purposes of any such provision of this Agreement, as it relates deferred compensation payment subject to “nonqualified deferred compensation,” references Section 409A to a “termination,” “be made during the six-month period following Employee’s termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall employment will be subject to the following conditions: (1) the expenses eligible for reimbursement or withheld and the amount of in-kind benefits provided the payments withheld will be paid in one taxable year shall not affect a lump sum, without interest, during the expenses eligible for reimbursement or seventh month after Employee’s termination; provided, however, that if Employee dies prior to the amount expiration of in-kind benefits provided in any other taxable yearsuch six month period, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred payment to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall Employee’s beneficiary will be made no later than the end of the year after the year as soon as reasonably practicable following Employee’s death. The Company will identify in which such expense was incurred; and (3) the right writing delivered to reimbursement or in-kind benefits shall not be Employee any payments it reasonably determines are subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment delay under this Agreement specifies a payment period Section 8(c). In no event will the Company have any liability or obligation with reference respect to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” taxes for which Employee may become liable as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. . (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” ” (c) With respect regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. , (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. . (e) If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) of the Code and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) 6 months after Executive’s “separation from service” that, absent the application of this Section 2411(e), would be subject to additional tax imposed pursuant to Code Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) 6 months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. ​ (a) The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, with Code Section 409A and, 409A; accordingly, to the maximum extent permitted, this Agreement shall will be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification will be made in good faith and administered accordingly. will, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest or penalty that may be imposed on the Employee by Code Section 409A or damages for failing to comply with Code Section 409A. ​ (b) A termination of employment shall will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and409A, and for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or ​ like terms shall will mean “separation from service.” With respect Notwithstanding anything to the contrary in this Agreement, if the Employee is deemed on the date of termination to be a “specified employee” within the meaning under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit will not be made or provided until the date that is the earlier of (A) the expiration of the six-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the Employee’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 6.10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to the Employee in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. ​ (c) To the extent that reimbursements or other in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or provision other reimbursements hereunder will be made on or before the last day of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect following the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and expenses were incurred by the Employee, (3B) the any right to reimbursement or in-kind benefits shall will not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in- kind benefits provided in any taxable year will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. ​ (d) For purposes of Code Section 409A, Executivethe Employee’s right to receive any installment payments pursuant to this Agreement shall be is treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)days, the actual date of payment within the specified period shall be is within the sole discretion of the Company. If Executive is a specified employee within ​ (e) Notwithstanding any provision of this Agreement to the meaning of Code Section 409A(a)(2)(B)(i) and would receive contrary, in no event will any payment of under this Agreement that constitutes “nonqualified deferred compensation,” as a result for purposes of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Code Section 24, would 409A be subject to additional tax imposed pursuant to offset by any other amount unless otherwise permitted by Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A. ​

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, with Code Section 409A or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither Employee nor the Bank shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A. (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits that are subject to Code Section 409A and that are paid upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, as it relates to “nonqualified deferred compensation,” references to a “termination,” or “termination of employment,” or like terms references shall mean “separation from service.” With respect . If Employee is deemed on the date of separation from service with the Bank to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Bank from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s separation from service or (ii) the date of Employee’s death. In the case of benefits, however, Employee may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Bank thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of Employee’s separation from service or, if earlier, on the date of Employee’s death, all payments delayed pursuant to this Section 22 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be that are subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearCode Section 409A, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. For All reimbursements shall be reimbursed in accordance with the Bank’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty ten (6010) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within Bank. (g) Notwithstanding any of the meaning provisions of Code Section 409A(a)(2)(B)(i) and would receive this Agreement, the Bank shall not be liable to Employee if any payment of “nonqualified or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be compensation subject to additional tax imposed pursuant to Code Section 409A as a result otherwise fails to comply with, or be exempt from, the requirements of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathCode Section 409.

Code Section 409A Compliance. The intent provisions of the Parties is that payments and benefits this Section 9.11 apply to each payment or benefit under this Agreement comply with, or be that is considered deferred compensation that is subject to (and not exempt from, ) the provisions of Internal Revenue Code Section 409A and(“Section 409A”) (such payments or benefits, accordingly, to the maximum extent permitted, “409A Payments”). Each 409A Payment under this Agreement shall be interpreted and administered accordingly. considered a separate payment for purposes of Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits a 409A Payment upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect Notwithstanding anything to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under contrary in this Agreement, such reimbursement if the Executive is a “specified employee” (within the meaning of expenses or provision of in-kind benefits shall be subject to Section 409A) on the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) date of the Code; Executive’s separation from service, then any 409A Payments that otherwise would be payable under this Agreement within the first six (26) months following the reimbursement of an eligible expense Executive’s separation from service (the “409A Suspension Period”), shall instead be made no later than paid in a lump sum within fourteen (14) days after the end of the year after sixth (6th) month period following the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to separation from service, or Executive’s death, if sooner. After the 409A Suspension Period, the Executive will receive any installment payments remaining 409A Payments due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that 409A Payments are conditioned on the execution of a Release by the Executive, if the Release consideration period spans two (2) calendar years, then such 409A Payments shall be treated as a right to receive a series paid in the second (2nd) calendar year regardless of separate and distinct paymentsthe time the Executive returns such Release. Whenever a payment under this Agreement specifies specified a payment period with reference respect to a number of days (e.g., “within sixty (60) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company. If The Company will cooperate with the Executive is a specified employee within in making any amendments to this Agreement that the meaning Executive reasonably requests to avoid the imposition of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code taxes or penalties under Section 409A as a result of provided that such status as a specified employee, then such payment shall instead be payable on changes do not provide the date that is the earliest of Executive with additional benefits (iother than de minimis benefits) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathunder this Agreement.

Code Section 409A Compliance. The intent provisions of this Agreement are intended to meet the requirements of Section 409A of the Parties is that payments Code, and benefits under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyconstrued consistent with that intent. A termination Notwithstanding any other provision of employment shall not be deemed to have occurred this Agreement, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits to the Executive hereunder that is considered to be “deferred compensation” subject to Section 409A upon or following a termination of employment: (a) A termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A shall not be deemed to have occurred unless such termination is also a “separation from service” within the meaning of Code Section § 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” (b) If Executive Officer is a “specified employee” With respect to any reimbursement within the meaning of expenses ofSection 409A of the Code on the date of Executive Officer’s “separation from service” (the “Separation Date”), or any provision of in-kind benefits to, the Executive, as specified under this Agreement, then no such reimbursement of expenses or provision of in-kind benefits payment shall be made or commenced during the period beginning on the Separation Date and ending on the date that is six months and one day following the Separation Date or, if earlier, on the date of Executive Officer’s death, if making such payment on the Separation Date would result in Executive Officer being subject to the additional taxes imposed under Section 409A of the Code. The amount of any payment that would otherwise be paid to Executive Officer during this period shall instead be paid to Executive Officer on the first business day following conditions: the date that is six months and one day following the Separation Date or, if earlier, the date of Executive Officer’s death. (1c) Payments with respect to reimbursements of expenses shall be made promptly, but in any event on or before the last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement or and the amount of in-kind benefits provided in one taxable during a calendar year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable calendar year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. (a) The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Code with Section 409A of the Code (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyto be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of any benefit that is considered deferred compensation under Section 409A payable on account of “a separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6) month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 5(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent that reimbursements or other in-kind benefits to, the Executive, as specified under this AgreementAgreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense reimbursements hereunder shall be made no later than on or prior to the end last day of the taxable year after following the taxable year in which such expense was incurred; and expenses were incurred by the Executive, (3B) the any right to such reimbursement or in-in kind benefits shall not be subject to liquidation or exchange for another benefit. , and (C) no such reimbursement, expenses eligible for reimbursement, in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within . (e) Notwithstanding any other provision of this Agreement to the meaning of Code Section 409A(a)(2)(B)(i) and would receive contrary, in no event shall any payment of under this Agreement that constitutes “nonqualified deferred compensation,” as a result for purposes of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would 409A be subject to additional tax imposed pursuant to Code offset by any other amount unless otherwise permitted by Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent of To the Parties is extent amounts or benefits that payments and benefits become payable under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to on account of the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A Executive’s termination of employment shall not be deemed to have occurred for purposes (other than by reason of any provision of this Agreement providing for the payment of any amounts or benefits upon or following Executive’s death) constitute a termination of employment that are considered distribution under a “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from servicecompensation plan” within the meaning of Code Section 409A and(“Deferred Compensation”), for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “the Executive’s termination of employment,” or like terms employment shall mean be deemed to occur on the date that the Executive incurs a “separation from Service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of the Executive’s separation from service., the Executive is a “specified Executive” With respect to any reimbursement (within the meaning of expenses ofCode Section 409A and Treasury Regulation Section 1.409A-1(i)), or any provision the payment of in-kind benefits to, such Deferred Compensation shall commence on the first business day of the seventh month following the Executive’s separation from Service and the Company shall then pay the Executive, as specified without interest, all such Deferred Compensation that would have otherwise been paid under this AgreementAgreement during the first six months following the Executive’s separation from service had the Executive not been a specified Executive. Thereafter, such the Company shall pay Executive any remaining unpaid Deferred Compensation in accordance with this Agreement as if there had not been a six-month delay imposed by this paragraph. If any expense reimbursement of expenses or provision of in-kind benefits by the Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be subject made to the Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following conditions: (1) the expenses eligible for year during which such expense was incurred. Any reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses amount eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the another year after the year in which such expense was incurred; and (3) the right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. In addition, if any provision of this Agreement would subject the Executive to any additional tax or interest under Code Section 409A, then the Company shall, subject to the Executive’s consent (such consent not be unreasonably withheld, conditioned or delayed), reform such provision; provided that the Company shall (x) maintain, to the maximum extent practicable, the original intent of the applicable provision without subjecting the Executive to such additional tax or interest and (y) not incur any additional compensation expense as a result of such reformation. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, with Code Section 409A or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A (including any transition or grandfather rules thereunder). (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, as it relates to “nonqualified deferred compensation,” references to a “termination,” or “termination of employment,” or like terms references shall mean “separation from service.” With respect . If the Executive is deemed on the date of separation from service with the Company to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any reimbursement payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of expenses of(i) the expiration of the six-month period measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death. In the case of benefits, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Company thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 7(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision of in-kind benefits to, the Executive, as specified under this Agreement, such herein that provides for reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. For All reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty ten (6010) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If . (g) Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive if any payment of “nonqualified or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be compensation subject to additional tax imposed pursuant to Code Section 409A as a result otherwise fails to comply with, or be exempt from, the requirements of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.Code Section 409A.

Code Section 409A Compliance. The Notwithstanding any provision of this Agreement to the contrary: (a) If and to the extent any payment or benefits under this Agreement are otherwise subject to the requirements of Code Section 409A, the intent of the Parties is that payments such payment and benefits under this Agreement shall comply with, or be exempt from, with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted interpreted, and administered accordinglysuch payment and benefits shall be paid or provided under such other conditions determined by the Company that cause such payment and benefits, to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Parties hereto of the applicable provision without violating the provisions of Code Section 409A. The Company makes no representation that any or all of the payments or benefits provided under this Agreement will be exempt from or comply with the Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to any such payments or benefits. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for the purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A the Executive’s Termination Date unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” ”, “termination of employment,” or like terms shall mean “separation from service.” (c) Each payment payable to the Executive under this Agreement on or after the Executive’s Termination Date shall be treated as a separate and distinct “payment” With respect for purposes of Code Section 409A and, further, is intended to be exempt from Code Section 409A, including but not limited to the short-term deferral exemption thereunder. If and to the extent any reimbursement such payment is determined to be subject to Code Section 409A and is otherwise payable upon the Executive’s termination of expenses ofemployment, or in the event the Executive is a “specified employee” (as defined in Code Section 409A), any provision of in-kind benefits tosuch payment that would otherwise have been payable in the first six (6) months following the Executive’s Termination Date will not be paid to the Executive until the date that is six (6) months and one (1) day following the Executive’s Termination Date (or, if earlier, the Executive’s date of death). Any such deferred payments will be paid in a lump sum; provided that no such actions shall reduce the amount of any payment otherwise payable to the Executive under this Agreement. Thereafter, as specified the reminder of such payment shall be payable in accordance with this Agreement. (d) All expenses or other reimbursements to the Executive under this Agreement, if any, shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one any taxable year shall not in any way affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b. (e) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a period within which such payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)may be made, the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning . (f) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A(a)(2)(B)(i) and would receive 409A be offset by any other payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to this Agreement or otherwise. (g) To the extent required under Code Section 409A as a result of such status as a specified employee409A, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s any reference herein to the term “separation from service,Agreement” shall mean this Agreement and any other plan, agreement, method, program, or other arrangement, with which this Agreement is required to be aggregated under Code Section 409A, and (ii) Executive’s deathany reference herein to the term “Company” shall mean the Company and all persons with whom the Company would be considered a single employer under Code Section 414(b) or 414(c).

Code Section 409A Compliance. 5.8.1. The intent provisions of this Agreement are intended to comply with Section 409A of the Parties is that payments Code and benefits any final regulations and guidance promulgated thereunder (“Section 409A”) or an exemption thereunder and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company and Executive agree to work together in good faith to consider amendments to this Agreement comply withand to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment or provision of any benefit to Executive under Section 409A (without increasing the cost to the Company). 5.8.2. To the extent that Executive will be reimbursed for costs and expenses or be provided in-kind benefits, except as otherwise permitted by Section 409A, (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be exempt fromprovided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code Section 409A and, accordingly, solely because such expenses are subject to a limit related to the maximum extent permitted, this Agreement period the arrangement is in effect and (c) such payments shall be interpreted and administered accordinglymade on or before the last day of the taxable year immediately following the taxable year in which Executive incurred the expense. 5.8.3. A To the extent required by Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also constitutes a “separation Separation from serviceService” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” Agreement references to a “termination,” “termination of employment,” or like terms shall mean “Separation from Service. 5.8.4. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from serviceservice or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other separation payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq.” With respect , to the maximum extent permitted by that regulation, with any reimbursement of expenses of, or any provision of in-kind benefits to, amount that is not exempt from Section 409A being subject to Section 409A. 5.8.5. Notwithstanding anything to the Executive, as specified under contrary in this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If if Executive is a “specified employee employee” within the meaning of Code Section 409A(a)(2)(B)(i) 409A at the time of Executive’s termination, then only that portion of the severance and would receive benefits payable to Executive pursuant to this Agreement, if any, and any payment of “nonqualified other severance payments or separation benefits, in either case, which may be considered deferred compensation,” as a result compensation under Section 409A that is payable on account of the Executive’s separation from servicetermination (other than by reason of death) (together, sooner than the “Deferred Compensation Separation Benefits”) that are due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum payment on the date that is six (6) months after and one (1) day following the date of Executive’s “separation from service” thattermination of employment. All subsequent Deferred Compensation Separation Benefits, absent the application of this Section 24if any, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead will be payable on in accordance with the date that is payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the earliest of (i) contrary, if Executive dies following termination but prior to the six (6) months after month anniversary of Executive’s “separation from service,” or termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum within thirty (ii30) days after the date of Executive’s death (but not earlier than such payment would have been made absent such death) and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. 5.8.6. Notwithstanding anything herein to the contrary, neither the Company nor any of its Affiliates shall have any liability to the Executive or to any other Person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement either are exempt from or comply with, or be exempt from, with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement (and payments and benefits hereunder) shall be interpreted and administered accordinglyto be exempt from or in compliance therewith. However, in no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or for damages for failing to be exempt from or in compliance with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” (c) Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then each of the following shall apply: (i) With respect regard to any reimbursement payment that is considered deferred compensation under Code Section 409A payable on account of expenses of, or any provision a “separation from service,” such payment shall be made on the date which is the earlier of in-kind benefits to, (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, as specified and (B) the date of the Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Executive in a lump sum, and all remaining payments due under this AgreementAgreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and (ii) To the extent that any benefits to be provided during the Delay Period is considered deferred compensation under Code Section 409A provided on account of a “separation from service,” the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Executive, to the extent that such reimbursement costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive, the Company’s share of expenses or provision the cost of in-kind such benefits upon expiration of the Delay Period, and any remaining benefits shall be subject reimbursed or provided by the Company in accordance with the procedures specified herein. (d) Subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided applicable terms and conditions contained in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearSection 3(e), except for any medical reimbursement arrangement providing for the reimbursement all reimbursements of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense under this Agreement shall be made no later than on or prior to the end last day of the taxable year after following the taxable year in which such expense was incurred; and (3) expenses were incurred by the Executive. Any right to reimbursement or in-in kind benefits shall is not be subject to liquidation or exchange for another benefit. No such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (e) For purposes of Code Section 409A, the Executive’s right to receive any installment payments payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty thirty (6030) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within . (f) Notwithstanding any other provision of this Agreement to the meaning contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A(a)(2)(B)(i) 409A be subject to offset, counterclaim or recoupment by any other amount payable to the Executive unless and would receive to the extent otherwise permitted by Code Section 409A. Unless this Agreement provides a specified and objectively determinable payment schedule to the contrary, to the extent that any payment of “nonqualified deferred compensation,” as base salary or other compensation is to be paid for a result specified continuing period of time beyond the date of the Executive’s separation from servicetermination of employment in accordance with the Company’s payroll practices (or other similar term), sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result payments of such status base salary or other compensation shall be made upon such schedule as a specified employee, then such payment shall instead be payable on in effect upon the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathtermination, but no less frequently than monthly.

Code Section 409A Compliance. The intent of the Parties (a) It is intended that payments and benefits under this Agreement shall comply withwith the provisions of Code Section 409A, or be exempt fromfrom the application of Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments hereunder, including any salary continuation, shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, all taxable reimbursements provided under this Agreement that are subject to Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted made in accordance with the requirements of Code Section 409A. The amount of taxable expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year. Reimbursement of a taxable eligible expense shall be made in accordance with the Company’s policies and administered accordinglypractices and as otherwise provided herein, provided, that, in no event shall reimbursement be made after the last day of the year following the year in which the expense was incurred. A termination The right to reimbursement of employment shall a taxable expense is not be deemed subject to have occurred liquidation or exchange for purposes of another benefit. (c) Notwithstanding any other provision of this Agreement providing to the contrary, if Executive is considered a “specified employee” for the purposes of Code Section 409A, any payment of any amounts or benefits upon or following a termination of employment that are considered constitutes “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject that is otherwise due to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after such Executive’s “separation from service” that, absent under this Agreement during the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after six-month period immediately following Executive’s “separation from service,” shall be accumulated and paid to the Executive on the first day of the seventh month following such “separation from service” (“Delayed Payment Date”), provided that if the Executive dies prior to the payment of such amounts, such amounts shall be paid to the personal representative of his estate on the first to occur of the Delayed Payment Date or (ii) 10 days following the date of Executive’s death. (d) Notwithstanding any provision in this Agreement to the contrary, any references to termination of employment or date of termination shall mean and refer to “separation from service” and the date of such “separation from service” as that term is defined in Code Section 409A. [the remainder of this page is left intentionally blank; signature page follows]

Code Section 409A Compliance. The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A termination of employment shall to be in compliance therewith; provided, that the Company does not be deemed guarantee to have occurred for purposes of Consultant any provision of particular tax treatment with respect to this Agreement providing and any payments hereunder. In no event whatsoever shall the Company be liable for the payment of any amounts additional tax, interest or benefits upon or following a termination of employment penalties that are considered “nonqualified deferred compensation” under may be imposed on Consultant by Code Section 409A unless such termination is also a “separation from service” within the meaning of or any damages for failing to comply with Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. 409A. For purposes of Code Section 409A, ExecutiveConsultant’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty (60) ten calendar days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive In no event may Consultant, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is a specified employee within the meaning considered non-qualified deferred compensation. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A(a)(2)(B)(i409A, (i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would right to reimbursement or in-kind benefits shall not be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” liquidation or exchange for another benefit; (ii) Executivethe amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; provided, that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made on or before the last day of the Consultant’s deathtaxable year following the taxable year in which the expense was incurred.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and administered accordingly. shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” (c) Notwithstanding any other payment schedule provided herein to the contrary, if Employee is deemed on the date of termination to be a “specified employee” With respect within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement payment that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, a “separation from service,” such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense payment shall be made no later than on the end date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee, and (ii) the date of Employee’s death to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to Employee in a lump-sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) To the extent that severance payments pursuant to this Agreement are conditioned upon the execution and delivery by Employee of a release of claims, Employee shall forfeit all rights to such payments unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of Employee’s termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: (i) To the extent that any such severance payment to be provided is not “nonqualified deferred compensation” for purposes of Code Section 409A, then such payment shall commence upon the first scheduled payment date immediately following the date that the release is executed, delivered and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Employee’s termination of employment, and any payments made thereafter shall continue as provided herein. (ii) To the extent that any such cash payment to be provided is “nonqualified deferred compensation” for purposes of Code Section 409A, then such payment shall be made or commence upon the sixtieth (60th) day following Employee’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Employee’s termination of employment, and any payments made thereafter shall continue as provided herein. (e) For purposes of compliance with Code Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year after following the taxable year in which such expense was incurred; and expenses were incurred by Employee, (3ii) the any right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. , and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (f) For purposes of Code Section 409A, ExecutiveEmployee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within . (g) Notwithstanding any other provision of this Agreement to the meaning of Code Section 409A(a)(2)(B)(i) and would receive contrary, in no event shall any payment of under this Agreement that constitutes “nonqualified deferred compensation,” as a result for purposes of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Code Section 24, would 409A be subject to additional tax imposed pursuant to offset by any other amount unless otherwise permitted by Code Section 409A as 409A. (h) Unless this Agreement provides a result specified and objectively determinable payment schedule to the contrary, to the extent that any payment of base salary or other compensation is to be paid for a specified continuing period of time beyond the date of Employee’s termination of employment in accordance with the Company’s payroll practices (or other similar term), the payments of such status base salary or other compensation shall be made upon such schedule as a specified employee, then such payment shall instead be payable on in effect upon the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathtermination, but no less frequently than monthly.”

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyto be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, ” (c) To the extent that severance payments or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of a release of claims, the Executive shall be treated as a right forfeit all rights to receive a series of separate such payments and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference benefits unless such release is signed and delivered (and no longer subject to a number of days (e.g.revocation, “if applicable) within sixty (60) days following the date of termination”), the actual date Executive’s termination of payment within the specified period shall be within the sole discretion of the Companyemployment. If Executive the foregoing release is a specified employee within executed and delivered and no longer subject to revocation as provided in the meaning preceding sentence, then the following shall apply: (i) To the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee409A, then such payment or benefit shall instead be payable on commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Executive’s termination of employment. (ii) To the extent any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the earliest sixtieth (60) day following the Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Executive’s termination of employment. The Company may provide, in its sole discretion, that Executive may continue to participate in any benefits delayed pursuant to this section during the period of such delay, provided that the Executive shall bear the full cost of such benefits during such delay period. (d) For purposes of compliance with Code Section 409A, to the extent any reimbursements or in-kind benefits under this Agreement constitute “non-qualified deferred compensation” for purposes of Section 409A, (i) six (6) months after all expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive’s “separation from service,” or , (ii) Executive’s deathany right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (e) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A Compliance. The intent of the Parties This Agreement is that payments and benefits under this Agreement intended to comply with, or be exempt from, with Code Section 409A and, accordingly, (to the extent applicable) and the parties hereto agree to interpret this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. To the maximum extent permittedpossible, any severance owed under this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed construed to have occurred for purposes of any provision of this Agreement providing for fit within the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensationshort-term deferral rule” under Code Section 409A unless and/or the “two times two year” involuntary separation pay exception under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, if the Executive is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Executive’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement (i) shall not be paid (or commence) during the six-month period immediately following the Executive’s separation from service and (ii) shall instead be paid to the Executive in a lump-sum cash payment on the earlier of (A) the first regular payroll date of the seventh month following the Executive’s separation from service or (B) the 10th business day following the Executive’s death (but not earlier than such payment would have been made absent such death). If the Executive’s termination is also of employment hereunder does not constitute a “separation from service” within the meaning of Code Section 409A and409A, for purposes then any amounts payable hereunder on account of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms the Executive’s employment and which are subject to Code Section 409A shall mean not be paid until the Executive has experienced a “separation from service.” With respect to any reimbursement within the meaning of expenses ofCode Section 409A. In addition, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits benefit shall not be subject to liquidation or exchange for another benefitbenefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. For purposes Any reimbursement to which the Executive is entitled hereunder shall be made no later than the last day of the calendar year following the calendar year in which such expenses were incurred. Notwithstanding anything herein to the contrary, neither the Company nor any of its affiliates shall have any liability to the Executive or to any other person or entity if this Agreement is, or if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Code Section 409A409A are, Executive’s right to receive any installment payments pursuant to this Agreement not so exempt or compliant. Each payment payable hereunder shall be treated as a right to receive separate payment in a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee payments within the meaning of of, and for purposes of, Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, with Code Section 409A or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A (including any transition or grandfather rules thereunder). (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, as it relates to “nonqualified deferred compensation,” references to a “termination,” or “termination of employment,” or like terms references shall mean “separation from service.” With respect . If the Executive is deemed on the date of separation from service with the Company to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any reimbursement payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of expenses of(i) the expiration of the six- month period measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death. In the case of benefits, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Company thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 7(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision of in-kind benefits to, the Executive, as specified under this Agreement, such herein that provides for reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in- kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. For All reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty ten (6010) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If . (g) Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive if any payment of “nonqualified or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be compensation subject to additional tax imposed pursuant to Code Section 409A as a result otherwise fails to comply with, or be exempt from, the requirements of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.Code Section 409A.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. to be in compliance therewith. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6) month period measured from the date of such “separation from service” of the Executive, and (ii) thirty (30) days from the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum with interest at the prime rate as published in The Wall Street Journal on the first business day of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. , (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. The intent This Agreement is intended to comply with the requirements of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A or an exemption or exclusion therefrom and, accordinglywith respect to amounts that are subject to Code Section 409A, to the maximum extent permitted, shall in all respects be administered in accordance with Code Section 409A. Each payment under this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred treated as a separate payment for purposes of Code Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of any provision payment to be made under this Agreement. If Executive dies following the date of this Agreement providing for termination and prior to the payment of any amounts or benefits upon or following a termination delayed on account of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless 409A, such termination is also a “separation from service” amounts shall be paid to the personal representative of Executive’s estate within 30 days after the date of Executive’s death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Code Section 409A andshall be made or provided in accordance with the requirements of Code Section 409A, for purposes of any such provision of this Agreementincluding, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms without limitation, that (i) in no event shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, reimbursements by the Executive, as specified Company under this AgreementAgreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that Executive shall have submitted an invoice for such reimbursement fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses or provision of in-kind benefits shall be subject to the following conditions: were incurred; (1ii) the expenses eligible for reimbursement or the amount of in-kind benefits provided that the Company is obligated to pay or provide in one taxable any given calendar year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided that the Company is obligated to pay or provide in any other taxable calendar year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2iii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the Executive’s right to reimbursement have the Company pay or provide such reimbursements and in-kind benefits shall may not be subject liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to liquidation make such reimbursements or exchange for another benefitto provide such in-kind benefits apply later than Executive’s remaining lifetime (or if longer, through the 20th anniversary of Effective Date). For purposes The Company may, in consultation with Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to Executive, in order to cause the provisions of the Agreement to comply with the requirements of Code Section 409A, Executive’s right so as to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series avoid the imposition of separate taxes and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If penalties on Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and administered accordingly. shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to you and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on you by Code Section 409A or damages for failing to comply with Code Section 409A. (i) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect Notwithstanding anything to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under contrary in this Agreement, such reimbursement if you are deemed on the date of expenses termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits benefit shall not be subject made or provided until the date which is the earlier of (I) the expiration of the six (6)-month period measured from the date of your “separation from service,” and (II) the date of your death, to liquidation the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or exchange in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for another benefitthem herein. For purposes of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and administered accordingly. shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to you and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on you by Code Section 409A or damages for failing to comply with Code Section 409A. (i) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect Notwithstanding anything to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under contrary in this Agreement, such reimbursement if you are deemed on the date of expenses termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then [Employee Name] [Current Date] with regard to any payment or the provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits benefit shall not be subject made or provided until the date which is the earlier of (I) the expiration of the six (6)-month period measured from the date of your “separation from service,” and (II) the date of your death, to liquidation the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or exchange in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for another benefitthem herein. For purposes of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. The intent of the Parties This Agreement is that payments and benefits under this Agreement intended to comply with, or be exempt from, with Code Section 409A and, accordingly, (to the extent applicable) and the parties hereto agree to interpret this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. To the maximum extent permittedpossible, any severance owed under this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed construed to have occurred for purposes of any provision of this Agreement providing for fit within the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensationshort- term deferral rule” under Code Section 409A unless and/or the “two times two year” involuntary separation pay exception under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, if the Executive is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Executive’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement (i) shall not be paid (or commence) during the six-month period immediately following the Executive’s separation from service and (ii) shall instead be paid to the Executive in a lump-sum cash payment on the earlier of (A) the first regular payroll date of the seventh month following the Executive’s separation from service or (B) the 10th business day following the Executive’s death (but not earlier than such payment would have been made absent such death). If the Executive’s termination is also of employment hereunder does not constitute a “separation from service” within the meaning of Code Section 409A and409A, for purposes then any amounts payable hereunder on account of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms the Executive’s employment and which are subject to Code Section 409A shall mean not be paid until the Executive has experienced a “separation from service.” With respect to any reimbursement within the meaning of expenses ofCode Section 409A. In addition, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits benefit shall not be subject to liquidation or exchange for another benefitbenefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. For purposes Any reimbursement to which the Executive is entitled hereunder shall be made no later than the last day of the calendar year following the calendar year in which such expenses were incurred. Notwithstanding anything herein to the contrary, neither the Company nor any of its affiliates shall have any liability to the Executive or to any other person or entity if this Agreement is, or if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Code Section 409A409A are, Executive’s right to receive any installment payments pursuant to this Agreement not so exempt or compliant. Each payment payable hereunder shall be treated as a right to receive separate payment in a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee payments within the meaning of of, and for purposes of, Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent (1) Notwithstanding anything to the contrary in this Agreement, if Executive is a "specified employee" (as defined in Section 409A of the Parties is that payments Internal Revenue Code of 1986, as amended (the "Code") and the final regulations thereunder) at the time of Executive's "separation from service" (as defined in Code Section 409A) (other than due to death), then any severance benefits under payable pursuant to this Agreement comply withand any other severance payments or separation benefits, or in each case which are determined to be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified "deferred compensation” " under Code Section 409A unless such termination is also a “and the final regulations thereunder (together, the "Deferred Compensation Separation Benefits") otherwise due to Executive on or within the six (6) month period following Executive's "separation from service” within the meaning of Code Section 409A and, for purposes of any " will accrue during such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to six (6) month period and will become payable in a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a lump sum payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following on the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after and one (1) day following the date of Executive’s “'s "separation from service” that." All subsequent payments, absent the application of this Section 24if any, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead will be payable on in accordance with the date that is payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the earliest of (i) contrary, if Executive dies following his "separation from service" but prior to the six (6) months after Executive’s “month anniversary of the date of his "separation from service,” " then any Deferred Compensation Separation Benefits delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. (ii2) It is the intent of this Agreement to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Code Section 409A prior to actual payment to Executive’s death.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, with Code Section 409A or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A (including any transition or grandfather rules thereunder). (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, as it relates to “nonqualified deferred compensation,” references to a “termination,” or “termination of employment,” or like terms references shall mean “separation from service.” With respect . If the Executive is deemed on the date of separation from service with the Company to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any reimbursement payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of expenses of(i) the expiration of the six-month period measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death. In the case of benefits, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Company thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 7(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision of in-kind benefits to, the Executive, as specified under this Agreement, such herein that provides for reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. For All reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty ten (6010) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If . (g) Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive if any payment or benefit which is a specified employee within to be provided pursuant to this Agreement and which is considered deferred compensation subject to Section 409A otherwise fails to comply with, or be exempt from, the meaning requirements of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and administered accordingly. A termination shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of employment the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. b) An "Employment Separation" shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A an Employment Separation unless such termination Employment Separation is also a “"separation from service” " within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” an Employment Separation or like terms shall mean “"separation from service.” With respect " If the Executive is deemed on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of in-kind benefits to, any benefit that is considered deferred compensation under Code Section 409A payable on account of a "separation from service," such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such "separation from service" of the Executive, as specified and (ii) the date of the Executive's death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this AgreementAgreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c) All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursement of expenses or provision of in-kind benefits reimbursements shall be subject paid no later than March 15th of the calendar year following the calendar year in which the expenses to the following conditions: (1) the be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement or the amount of in-kind benefits provided in one any taxable year shall not in any way affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b. d) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, the Executive’s 's right to receive any installment payments pursuant to this Agreement shall be treated as a right to Change in Control & Non-competition Agreement I receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “"payment shall be made within sixty thirty (6030) days following the date of termination”days"), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning . e) In no event shall any payment under this Agreement that constitutes "deferred compensation" for purposes of Code Section 409A(a)(2)(B)(i) and would receive 409A be offset by any other payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” this Agreement or (ii) Executive’s deathotherwise."

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code (“Code”) Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company (with specificity as to the reason therefore) that the Executive believes that as a result of subsequent published guidance issued by the I.R.S. upon which taxpayers generally rely, any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Code Section 409A and administered accordingly. the Company concurs with such belief or the Company independently makes such determination, the Company shall, after consulting with the Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company and is tax neutral to the Company of the applicable provision without violating the provisions of Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) thirty (30) days from the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 26 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum with interest at the prime rate as published in The Wall Street Journal on the first business day of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. Any tax gross-up payment as provided herein shall be made in any event no later than the end of the calendar year immediately following the calendar year in which the Executive remits the related taxes, and any reimbursement of expenses incurred due to a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or, if no taxes are to be remitted, the end of the calendar year following the calendar year in which the audit or litigation is completed. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. 16.1 The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. to be in compliance therewith. 16.2 A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of expenses of, a “separation from service,” such payment or any provision benefit shall be made or provided at the date which is the earlier of in(a) the expiration of the six-kind benefits to, month period measured from the date of such “separation from service” of the Executive, as specified and (b) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement, such reimbursement of expenses or provision of in-kind benefits Agreement shall be subject to the following conditions: (1) the expenses eligible for reimbursement paid or the amount of in-kind benefits provided in one taxable year shall not affect accordance with the expenses eligible normal payment dates specified for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. them herein. 16.3 For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies that is considered non-qualified deferred compensation. In no event shall the timing of Executive’s execution of the Release directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment period with reference that is subject to a number execution of days (e.g.the Release could be made in more than one taxable year, “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within made in the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathlater taxable year.

Code Section 409A Compliance. The intent of the Parties 11.1 This Agreement is that payments and benefits under this Agreement intended to comply with, or otherwise be exempt from, Code Section 409A andof the Internal Revenue Code of 1986 as amended, accordinglyand any regulations and Treasury guidance promulgated thereunder (collectively, “Section 409A of the Code”). 11.2 The Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the maximum extent permittedprovisions of Section 409A of the Code. 11.3 The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. No Company Group Member shall be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 11.4 For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following treated as a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references right to a “termination,” “termination series of employment,” or like terms shall mean “separation from serviceseparate payments.” 11.5 With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1ii) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2ii) the reimbursement of an eligible expense shall be made no later than the end of the year after following the year in which such expense was incurred; and (3iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes . 11.6 Notwithstanding anything in this Agreement to the contrary, if a payment obligation arises on account of Code Section 409A, Executive’s right separation from service while Executive is a “specified employee” as described in Section 409A of the Code and the Treasury Regulations thereunder and as determined by the Company in accordance with its procedures, by which determination Executive is bound, any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to receive any installment payments pursuant to this Agreement the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be treated as a right to receive a series made on the first (1st) business day of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days the seventh (e.g., “within sixty (607th) days month following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” thator, absent the application of this Section 24if earlier, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.within fifteen

Code Section 409A Compliance. The intent of the Parties parties is that payments and benefits under this Agreement comply with, or either be exempt from, from or comply with Code Section 409A and the Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyto be in compliance therewith. A termination of employment shall not be deemed to have occurred for purposes of Notwithstanding any other provision of this Agreement providing for Agreement, if the payment of any amounts or benefits upon or following a termination of employment that are considered Employment Agreements Amount is determined to constitute “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A andand the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then the Employment Agreements Amount shall not be paid until the first payroll date to occur following the six-month anniversary of the Executive’s termination of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall any of Buyer, Buyer Bank, Seller, or Seller Bank be liable for purposes any portion of any such provision taxes, penalties, interest, or other expenses that may be incurred by Executive on account of this Agreementnon-compliance with Section 409A. To the extent required by Section 409A, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” each reimbursement or like terms in-kind benefit provided under the Agreement shall mean “separation from service.” With respect to any reimbursement be provided in accordance with the following: (i) the amount of expenses ofeligible for reimbursement, or any provision of in-kind benefits toprovided, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable during each calendar year shall cannot affect the expenses eligible for reimbursement reimbursement, or the amount of in-kind benefits provided to be provided, in any other taxable calendar year, except for (ii) any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than paid to the end Executive on or before the last day of the calendar year after following the calendar year in which such the expense was incurred; , and (3iii) the any right to reimbursement reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. a. The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Internal Revenue Code Section 409A and the regulations and guidance promulgated hereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and administered accordingly. shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall Employer be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or for damages for failing to comply with Code Section 409A. b. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits benefit upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of Executive’s “separation from service,” and (ii) the date of Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c. To the extent that reimbursements or other in-kind benefits to, the Executive, as specified under this AgreementAgreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, such reimbursement of (i) all expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense reimbursements hereunder shall be made no later than on or prior to the end last day of the taxable year after following the taxable year in which such expense was incurred; and expenses were incurred by Executive, (3ii) the any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For , and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. d. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would 409A be subject to additional tax imposed pursuant to offset by any other amount unless otherwise permitted by Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. ​ (a) The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, with Code Section 409A and, 409A; accordingly, to the maximum extent permitted, this Agreement shall will be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification will be made in good faith and administered accordingly. will, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest or penalty that may be imposed on the Employee by Code Section 409A or damages for failing to comply with Code Section 409A. ​ (b) A termination of employment shall will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and409A, and for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or ​ ​ like terms shall will mean “separation from service.” With respect Notwithstanding anything to the contrary in this Agreement, if the Employee is deemed on the date of termination to be a “specified employee” within the meaning under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit will not be made or provided until the date that is the earlier of (A) the expiration of the six-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the Employee’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 6.10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to the Employee in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. ​ (c) To the extent that reimbursements or other in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or provision other reimbursements hereunder will be made on or before the last day of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect following the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and expenses were incurred by the Employee, (3B) the any right to reimbursement or in-kind benefits shall will not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in- kind benefits provided in any taxable year will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. ​ (d) For purposes of Code Section 409A, Executivethe Employee’s right to receive any installment payments pursuant to this Agreement shall be is treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)days, the actual date of payment within the specified period shall be is within the sole discretion of the Company. If Executive is a specified employee within ​ (e) Notwithstanding any provision of this Agreement to the meaning of Code Section 409A(a)(2)(B)(i) and would receive contrary, in no event will any payment of under this Agreement that constitutes “nonqualified deferred compensation,” as a result for purposes of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Code Section 24, would 409A be subject to additional tax imposed pursuant to offset by any other amount unless otherwise permitted by Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A. ​

Code Section 409A Compliance. The intent of the Parties 11.1 This Agreement is that payments and benefits under this Agreement intended to comply with, or otherwise be exempt from, Code Section 409A andof the Internal Revenue Code of 1986 as amended, accordinglyand any regulations and Treasury guidance promulgated thereunder (collectively, “Section 409A of the Code”). 11.2 The Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the maximum extent permittedprovisions of Section 409A of the Code. 11.3 The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. No Company Group Member shall be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 11.4 For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following treated as a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references right to a “termination,” “termination series of employment,” or like terms shall mean “separation from serviceseparate payments.” 11.5 With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1ii) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2ii) the reimbursement of an eligible expense shall be made no later than the end of the year after following the year in which such expense was incurred; and (3iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes . 11.6 Notwithstanding anything in this Agreement to the contrary, if a payment obligation arises on account of Code Section 409A, Executive’s right separation from service while Executive is a “specified employee” as described in Section 409A of the Code and the Treasury Regulations thereunder and as determined by the Company in accordance with its procedures, by which determination Executive is bound, any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to receive any installment payments pursuant to this Agreement the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be treated as a right to receive a series made on the first (1st) business day of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days the seventh (e.g., “within sixty (607th) days month following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six or, if earlier, within fifteen (615) months days after the appointment of the personal representative or executor of Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) estate following Executive’s death.

Code Section 409A Compliance. The intent Company and the Executive each hereby affirm that it is their mutual view that the provision of the Parties is that payments and benefits under this Agreement comply with, described or be referenced herein are exempt from, Code from or in compliance with the requirements of Section 409A andof the Internal Revenue Code of 1986, accordingly, to as amended and the maximum extent permitted, this Agreement Treasury regulations relating thereto (“Section 409A”) and that each party’s tax reporting shall be interpreted completed in a manner consistent with such view. The Company and administered accordingly. A termination of employment the Executive each agree that upon the Retirement Date, the Executive shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also experience a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Transition Period shall instead be paid on the first business day after the date that is six months following the Retirement Date (or death, if earlier). Notwithstanding anything to the contrary in this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of all reimbursements and in-kind benefits provided under this Agreement shall be made or provided in one taxable accordance with the requirements of Section 409A, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year shall may not affect the expenses eligible for reimbursement reimbursement, or the amount of in-in kind benefits provided to be provided, in any other taxable calendar year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2y) the reimbursement of an eligible expense shall be made no later than the end last day of the calendar year after following the year in which such the expense was is incurred; and (3z) the right to reimbursement or in-in kind benefits shall is not be subject to liquidation or exchange for another benefit. For purposes of Code Neither the Company nor its affiliates shall be liable in any manner for any federal, state or local income or excise taxes (including but not limited to any taxes under Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” or penalties or interest with respect thereto, as a result of the payment of any compensation or benefits hereunder or the inclusion of any such compensation or benefits or the value thereof in the Executive’s separation income. The Executive acknowledges and agrees that the Company shall not be responsible for any additional taxes or penalties resulting from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. (a) The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Code with Section 409A of the Code (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyto be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of any benefit that is considered deferred compensation under Section 409A payable on account of “a separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6) month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 6(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent that reimbursements or other in-kind benefits to, the Executive, as specified under this AgreementAgreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense reimbursements hereunder shall be made no later than on or prior to the end last day of the taxable year after following the taxable year in which such expense was incurred; and expenses were incurred by the Executive, (3B) the any right to such reimbursement or in-in kind benefits shall not be subject to liquidation or exchange for another benefit. , and (C) no such reimbursement, expenses eligible for reimbursement, in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within . (e) Notwithstanding any other provision of this Agreement to the meaning of Code Section 409A(a)(2)(B)(i) and would receive contrary, in no event shall any payment of under this Agreement that constitutes “nonqualified deferred compensation,” as a result for purposes of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would 409A be subject to additional tax imposed pursuant to Code offset by any other amount unless otherwise permitted by Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent (a) Where this Transition and Retirement Agreement refers to Employee’s termination of employment for purposes of receiving any payment, whether such a termination has occurred will be determined in accordance with Section 409A of the Parties is Internal Revenue Code (the “Code”) and Treasury Regulation Section 1.409A-1(h) (or any successor provisions) to the extent required by law. (b) To the extent that payments and benefits under this Agreement comply withare contingent upon Employee providing a General Release, or Employee will sign and return the General Release within the reasonable time period designated by the Company, which will not be exempt frommore than 45 days. If the period for Employee to review a General Release plus any revocation period crosses calendar years, Code Section 409A andpayments contingent upon the Release will be made in the later calendar year. Any payments contingent upon the General Release that would otherwise be made during the period for review and revocation of the General Release will be made, accordingly, provided that the General Release is timely executed and returned to the maximum extent permittedCompany and not revoked, this Agreement shall be interpreted and administered accordinglyon the first scheduled payment date after such period ends. A Each payment in respect of Employee’s termination of employment shall not be deemed to have occurred under Section 6 of the Transition and Retirement Agreement is designated as a separate payment for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination purposes. (c) If Employee is also designated as a “separation from serviceSpecified Employee” within the meaning of Code Section 409A and(while the Company is publicly traded), for purposes of any such provision of this Agreement, as it relates deferred compensation payment subject to “nonqualified deferred compensation,” references Section 409A to a “termination,” “be made during the six-month period following Employee’s termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall employment will be subject to the following conditions: (1) the expenses eligible for reimbursement or withheld and the amount of in-kind benefits provided the payments withheld will be paid in one taxable year shall not affect a lump sum, without interest, during the expenses eligible for reimbursement or seventh month after Employee’s termination; provided, however, that if Employee dies prior to the amount expiration of in-kind benefits provided in any other taxable yearsuch six month period, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred payment to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall Employee’s beneficiary will be made no later than the end of the year after the year as soon as reasonably practicable following Employee’s death. The Company will identify in which such expense was incurred; and (3) the right writing delivered to reimbursement or in-kind benefits shall not be Employee any payments it reasonably determines are subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment delay under this Agreement specifies a payment period Section 8(c). In no event will the Company have any liability or obligation with reference respect to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” taxes for which Employee may become liable as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a 18 specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. The intent of the Parties 11.1 This Agreement is that payments and benefits under this Agreement intended to comply with, or otherwise be exempt from, Code Section 409A andof the Internal Revenue Code of 1986 as amended, accordinglyand any regulations and Treasury guidance promulgated thereunder (collectively, “Section 409A of the Code”). 11.2 Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the maximum extent permittedprovisions of Section 409A of the Code. 11.3 The preceding provisions, however, shall not be construed as a guarantee by Company of any particular tax effect to Executive under this Agreement. No Company Group Member shall be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 11.4 For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following treated as a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references right to a “termination,” “termination series of employment,” or like terms shall mean “separation from serviceseparate payments.” 11.5 With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1ii) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2ii) the reimbursement of an eligible expense shall be made no later than the end of the year after following the year in which such expense was incurred; and (3iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes . 11.6 Notwithstanding anything in this Agreement to the contrary, if a payment obligation arises on account of Code Section 409A, Executive’s right separation from service while Executive is a “specified employee” as described in Section 409A of the Code and the Treasury Regulations thereunder and as determined by Company in accordance with its procedures, by which determination Executive is bound, any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to receive any installment payments pursuant to this Agreement the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be treated as a right to receive a series made on the first (1st) business day of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days the seventh (e.g., “within sixty (607th) days month following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six or, if earlier, within fifteen (615) months days after the appointment of the personal representative or executor of Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) estate following Executive’s death.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply withwith Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (“Code Section 409A”) or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. A termination of employment construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Bank shall not be deemed take any action to have occurred for purposes of any provision of this Agreement providing for accelerate or delay the payment of any amounts or monies and/or provision of any benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under in any matter which would not be in compliance with Code Section 409A unless such termination 409A. (c) If the Executive is also deemed on the date of separation from service with the Bank to be a “separation from service” specified employee”, within the meaning of that term under Code Section 409A and409A(a)(2)(B) and using the identification methodology selected by the Bank from time to time, for purposes or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of any such provision (i) the expiration of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination the six-month period measured from the date of employment,” or like terms shall mean “the Executive’s separation from serviceservice or (ii) the date of the Executive’s death. In the case of benefits required to be delayed under Code Section 409A, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six-month delay period and then be reimbursed by the Bank thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 11(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If any cash payment is delayed under this Section 11(c), then interest shall be paid on the amount delayed calculated at the prime rate reported in The Wall Street Journal for the date of the Executive’s termination to the date of payment.” (d) With respect regard to any provision herein that provides for reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearCode Section 409A, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in• kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. For All reimbursements shall be reimbursed in accordance with the Corporation’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty ten (6010) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Corporation. (g) Notwithstanding any of the provisions of this Agreement, neither the Corporation nor the Bank shall be liable to the Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive if any payment of “nonqualified or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be compensation subject to additional tax imposed pursuant to Code Section 409A as a result otherwise fails to comply with, or be exempt from, the requirements of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.Code Section 409A

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, with Code Section 409A or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A (including any transition or grandfather rules thereunder). (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, as it relates to “nonqualified deferred compensation,” references to a “termination,” or “termination of employment,” or like terms references shall mean “separation from service.” With respect . If the Executive is deemed on the date of separation from service with the Company to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any reimbursement payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of expenses of(i) the expiration of the six-month period measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death. In the case of benefits, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Company thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 7(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision of in-kind benefits to, the Executive, as specified under this Agreement, such herein that provides for reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. For All reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty ten (6010) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If .” (g) Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive if any payment or benefit which is a specified employee within to be provided pursuant to this Agreement and which is considered deferred compensation subject to Section 409A otherwise fails to comply with, or be exempt from, the meaning requirements of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. to be in compliance therewith. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) thirty (30) days from the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum with interest at the prime rate as published in The Wall Street Journal on the first business day of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. , (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. . (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” ” (c) With respect regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. , (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. . (e) If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) of the Code and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 2415(e), would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. A. The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyto be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or any damages for failing to comply with Code Section 409A. B. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. C. With regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. , (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. D. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies that is considered nonqualified deferred compensation. In no event shall the timing of Executive’s execution of the general release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment period with reference that is subject to execution of the general release could be made in more than one taxable year, payment shall be made in the later taxable year. E. Any payment pursuant to Section 12(A) shall be made on or before the first March 15 to follow the calendar year in which the payment is no longer subject to a number “substantial risk of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee forfeiture” within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to that term under Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on to the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.extent required for compliance with Code Section 409A.

Code Section 409A Compliance. The intent of (i) To the Parties is that payments fullest extent applicable, amounts and other benefits payable under this Agreement comply with, or are intended to be exempt fromfrom the definition of “nonqualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, Code as amended (“Section 409A”), in accordance with one or more of the exemptions available under the final Treasury Regulations promulgated under Section 409A and, accordingly, to the maximum extent permittedthat any such amount or benefit is or becomes subject to Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation in accordance with such final Treasury regulations, this Agreement is intended to comply with the applicable requirements of Section 409A with respect to such amounts or benefits. This Agreement shall be interpreted and administered accordinglyto the extent possible in a manner consistent with the foregoing statement of intent. A For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. (ii) Notwithstanding anything in this Agreement or elsewhere to the contrary, for purposes of determining the payment date of any amounts that are treated as nonqualified deferred compensation under Section 409A that become payable under this Agreement in connection with a termination of employment, the date that the Executive is deemed to have incurred a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also date on which the Executive has incurred a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses ofTreasury Regulation section 1.409A-1(h), or any provision of in-kind benefits to, the Executive, as specified in subsequent Internal Revenue Service guidance under Section 409A. (iii) Notwithstanding anything in this Agreement, such reimbursement of expenses Agreement or provision of in-kind benefits shall be subject elsewhere to the following conditions: contrary, if the Company reasonably determines that (1A) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a “specified employee employee” (within the meaning of Code Treasury Regulation Section 409A(a)(2)(B)(i1.409A-1(i)) and would receive any payment of “nonqualified deferred compensation,” as a result on the date of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that(within the meaning of Treasury Regulation Section 1.409A-1(h)) and (B) commencement of any payments or other benefits payable under this Agreement in connection with the Executive’s separation from service on the scheduled payment dates specified in Section 8(a) through (c), absent will subject the application Executive to an “additional tax” under Section 409A(a)(1)(B) (together with any interest or penalties imposed with respect to, or in connection with, such tax, a “Section 409A Tax”), then the Company shall withhold payment of any such payments or benefits until the first business day of the seventh month following the date of the Executive’s separation from service or, if earlier, the date of the Executive’s death (the “Delayed Payment Date”). In the event that this Section 248(e)(iii) requires any payments to be withheld, would such withheld payments shall be subject accumulated and paid in a single lump sum, with interest equal to additional tax imposed pursuant to Code the “short-term applicable Federal rate” (within the meaning of Section 409A as a result 1274(d) of such status as a specified employeethe Code), then such payment shall instead be payable compounded annually, in effect on the date of such termination, on the Delayed Payment Date and the balance of the payments shall be made as otherwise scheduled. (iv) In each case where this Agreement provides for the payment of an amount that constitutes nonqualified deferred compensation under Section 409A to be made to the Executive within a designated period (e.g., within 30 days after the date of termination) and such period begins and ends in different calendar years, the exact payment date within such range shall, subject to Section 8(e)(iii) above, be determined by the Company, in its sole discretion, and the Executive shall have no right to designate the year in which the payment shall be made. (v) The Company and the Executive may agree to take other actions to avoid the imposition of a Section 409A Tax at such time and in such manner as permitted under Section 409A. To the extent applicable, each of the exceptions to Section 409A’s prohibition on acceleration of payments of deferred compensation provided under Treasury Regulation 1.409A-3(j)(4) shall be permitted under this Agreement. (vi) Each of the Company and the Executive acknowledge and agree that (A) they have had their own independent legal counsel review this Agreement for purposes of compliance with the requirements of Section 409A or an exemption therefrom, and (B) each party is relying solely on the earliest advice of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathits independent legal counsel for such purposes.

Code Section 409A Compliance. The intent parties hereto recognize that certain provisions of this Agreement may be affected by Section 409A of the Parties is that payments Code and benefits under guidance issued thereunder, and agree to amend this Agreement comply withAgreement, or take such other action as may be exempt fromnecessary or advisable, Code to comply with Section 409A. It is intended that all payments hereunder shall comply with Section 409A andand the regulations promulgated thereunder so as to not subject the Executive to payment of interest or any additional tax under Section 409A. In furtherance thereof, accordinglyif payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In addition, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A termination that any regulations or other guidance issued under Section 409A (after application of employment shall not be deemed to have occurred for purposes of any provision the previous provisions of this Agreement providing for Section (12)G)) would result in the Executive's being subject to the payment of interest or any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” additional tax under Code Section 409A unless such termination is also a “separation from service” within 409A, the meaning of Code Section 409A andparties agree, for purposes to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such provision of this Agreementinterest or additional tax under Section 409A, as which amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Company and the Executive. Notwithstanding anything herein to the contrary, it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to is expressly understood that at any reimbursement of expenses of, time the Company (or any provision of in-kind benefits to, related employer treated with the Executive, Company as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible service recipient for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A) is publicly traded on an established securities market (as defined for purposes of Code Section 409A), Executive’s right if a payment or provision of an amount or benefit constituting a deferral of compensation is to receive any installment payments be made pursuant to the terms of this Agreement shall be treated to the Executive on account of a Separation from Service (as defined herein) at a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following time when the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning Specified Employee (as defined for purposes of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified )), such deferred compensation,” as a result of compensation shall not be paid to the Executive’s separation from service, sooner than Executive prior to the date that is six (6) months after the Separation from Service. In the event this restriction applies, the deferred compensation that the Executive would have otherwise been entitled to during the restriction period will be accumulated and paid (without adjustment for the delay in payment) on the first business day of the seventh month following the date of the Executive’s “separation 's Separation from service” thatService. The parties hereto intend that the Agreement, absent the application of this Section 24as amended, would be subject to additional tax imposed pursuant to consistent with IRS Notice 2007-78, IRS Notice2007-86 and other Code Section 409A as a result of such status as a specified employeetransition relief, then such payment and it shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathinterpreted accordingly.

Code Section 409A Compliance. a. The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and administered accordingly. shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall Employer be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or for damages for failing to comply with Code Section 409A. b. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits benefit upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be a “specified employee” With respect within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of Executive’s “separation from service,” and (ii) the date of Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c. To the extent that reimbursements or other in-kind benefits to, the Executive, as specified under this AgreementAgreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, such reimbursement of (i) all expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense reimbursements hereunder shall be made no later than on or prior to the end last day of the taxable year after following the taxable year in which such expense was incurred; and expenses were incurred by Executive, (3ii) the any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For , and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. d. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would 409A be subject to additional tax imposed pursuant to offset by any other amount unless otherwise permitted by Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, with Code Section 409A or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither Employee nor the Bank shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A. (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits that are subject to Code Section 409A and that are paid upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, as it relates to “nonqualified deferred compensation,” references to a “termination,” or “termination of employment,” or like terms references shall mean “separation from service.” With respect . If Employee is deemed on the date of separation from service with the Bank to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Bank from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s separation from service or (ii) the date of Employee’s death. In the case of benefits, however, Employee may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Bank thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of Employee’s separation from service or, if earlier, on the date of Employee’s death, all payments delayed pursuant to this Section 22 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be that are subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearCode Section 409A, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executivethe amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with the Bank’s deathreimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. to be in compliance therewith. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” ” (c) With respect regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. , (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyto be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, If the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following Executive is deemed on the date of termination”), the actual date of payment within the termination to be a “specified period shall be within the sole discretion of the Company. If Executive is a specified employee employee” within the meaning of that term under Code Section 409A(a)(2)(B)(i) and would receive 409A(a)(2)(B), then with regard to any payment of “nonqualified that is considered non-qualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to compensation under Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest account of (i) six (6) months after Executive’s a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”), Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 23 (b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of this Agreement, the term “Separation Pay Limit” shall mean, two (2) times the lesser of (i) the Executive’s annualized compensation based on the Executive’s annual rate of pay for the taxable year of the Executive preceding the taxable year in which the Executive has a “separation from service,” and (ii) Executive’s deaththe maximum amount that may be taken into account under a tax qualified plan pursuant to Code Section 401(a)(17) for the year in which the Executive incurs a “separation from service.”

Code Section 409A Compliance. a. The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and administered accordingly. shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall Employer be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or for damages for failing to comply with Code Section 409A. b. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits benefit upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be a “specified employee” With respect within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of Executive’s “separation from service,” and (ii) the date of Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c. To the extent that reimbursements or other in-kind benefits to, the Executive, as specified under this AgreementAgreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, such reimbursement of (i) all expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense reimbursements hereunder shall be made no later than on or prior to the end last day of the taxable year after following the taxable year in which such expense was incurred; and expenses were incurred by Executive, (3ii) the any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For , and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. d. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would 409A be subject to additional tax imposed pursuant to offset by any other amount unless otherwise permitted by Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409 A.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, from Code Section 409A 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyapplied so as to be in compliance therewith. The Company and the Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” ”, “termination of employment,” ”, or like terms shall mean “separation from service.”. If the Executive is deemed on the date of termination to be a “specified employee” With respect within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6) month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 26(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits tobenefits, the Executive, except as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditionspermitted by Code Section 409A: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive that is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “considered nonqualified deferred compensation,” as a result . In no event shall the timing of Executive’s execution of the Executive’s separation from serviceGeneral Release, sooner than six (6) months after Executive’s “separation from service” thatdirectly or indirectly, absent result in the application Executive designating the calendar year of this Section 24payment, would be and if a payment that is subject to additional tax imposed pursuant to Code Section 409A as a result execution of such status as a specified employeethe General Release could be made in more than one taxable year, then such payment shall instead be payable on made in the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathlater taxable year.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. to be in compliance therewith. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) thirty (30) days from the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum with interest at the prime rate as published in The Wall Street Journal on the first business day of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. , (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If AEORJET-GENERAL CORPORATION By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Dated: February 6, 2012 Dated: February 6, 2012 Agreement and Release (“Agreement”) executed this day , 2012, by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“Executive”) with an address at and Aerojet-General Corporation, its parents, subsidiaries and affiliates (the “Company”) with an address at ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. 1. Executive’s employment shall be terminated effective (“Termination Date”). As of that date, Employee’s duties, responsibilities, office and title ceased. 2. The Company shall pay to Executive is a specified employee the post-termination payments and benefits described in Sections 1, 4, 5 and 6 of the Retention Agreement in accordance with the timing and conditions set forth in the Retention Agreement. 3. The Company and Executive agree that in the event that any of the payments provided in Section 2 constitute deferred compensation within the meaning of Section 409(A) of the Internal Revenue Code Section 409A(a)(2)(B)(i) of 1986, as amended (the “Code”), and would receive any Executive is at such time a specified employee, such payment of “or payments that constitute nonqualified deferred compensation,” as a result compensation within the meaning of the Executive’s separation from service, sooner than Code shall not be made prior to the date which is the earlier of (A) the expiration of the six (6) months after Executive’s 6)-month period measured from the date of such “separation from service” thatof the Executive, and (B) thirty (30) days from the date of the Executive’s death (within the meaning of the Code). 4. Executive agrees and acknowledges that the payments and/or benefits provided in Paragraph 2 above exceed any payments and benefits to which Executive would otherwise be entitled under any policy, plan, and/or procedure of the Company absent his signing this Agreement. Executive acknowledges that he has been paid for work performed up to and including the application Termination Date and for accrued but unused vacation. 5. Executive shall have up to twenty-one (21) days from the date of his receipt of this Section 24Agreement to consider the terms and conditions of this Agreement. Executive may accept this Agreement at any time within the twenty-one (21) day period by executing it before a notary and returning it to ▇▇▇▇▇ ▇▇▇▇▇▇▇, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employeeChief Executive Officer, then such payment shall instead be payable GenCorp Inc., ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, no later than 5:00 p.m. on the twenty-first (21st) day after Executive’s receipt of this Agreement. Thereafter, Executive will have seven (7) days to revoke this Agreement by stating his desire to do so in writing to ▇▇▇▇▇ ▇▇▇▇▇▇▇ at the address listed above, and delivering it to ▇▇▇▇▇ ▇▇▇▇▇▇▇ no later than 5:00 p.m. on the seventh (7th) day following the date that Executive signs this Agreement. The effective date of this Agreement shall be the eighth (8th) day following Executive’s signing of this Agreement (the “Release Effective Date”), provided the Executive does not revoke the Agreement during the revocation period. In the event Executive does not accept this Agreement as set forth above, or in the event Executive revokes this Agreement during the revocation period, this Agreement, including but not limited to the obligation of the Company and its subsidiaries and affiliates to provide the payment and/or benefits referred to in Paragraph 2 above, shall automatically be deemed null and void. (a) In consideration of the payment and/or benefits referred to in Paragraph 2 above, Executive for himself and for his heirs, executors, and assigns (hereinafter collectively referred to as the “Releasors”), forever releases and discharges the Company and any and all of its parent corporations, subsidiaries, divisions, affiliated entities, predecessors, successors and assigns, and any and all of its or their employee benefit and/or pension plans or funds, and any of its or their past or present officers, directors, stockholders, agents, trustees, administrators, employees or assigns (whether acting as agents for such entities or in their individual capacities), (hereinafter collectively referred to as the “Releasees”), from any and all claims, demands, causes of action, fees and liabilities of any kind whatsoever (based upon any legal or equitable theory, whether contractual, common-law, statutory, decisional, federal, state, local or otherwise), whether known or unknown, which Releasors ever had, now have or may have against the Releasees by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter from the beginning of the world up to and including the Release Effective Date, except for the obligations of the Company under this Agreement and the Retention Agreement. (b) Without limiting the generality of the foregoing subparagraph (a), this Agreement is intended to and shall release the earliest Releasees from any and all claims arising out of Executive’s employment with Releasees and/or the termination of Executive’s employment, including but not limited to any claim(s) under or arising out of (i) six (6) months after Executive’s “separation from service,” or Title VII of the Civil Rights Act of 1964, as amended; (ii) the Americans with Disabilities Act, as amended; (iii) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (excluding claims for accrued, vested benefits under any employee benefit plan of the Company in accordance with the terms of such plan and applicable law); (iv) the Age Discrimination in Employment Act, as amended, or the Older Workers Benefit Protection Act; (v) the California Fair Employment Practices and Housing Act; (vi) Section 806 of the Sarbanes Oxley Act of 2002; (vii) alleged discrimination or retaliation in employment (whether based on federal, state or local law, statutory or decisional); (viii) the terms and conditions of Executive’s deathemployment with the Company, the termination of such employment, and/or any of the events relating directly or indirectly to or surrounding that termination; and (ix) any law (statutory or decisional) providing for attorneys’ fees, costs, disbursements and/or the like. (c) As a further consideration and inducement for this Agreement, to the extent permitted by law, Executive hereby waives and releases any and all rights under Section 1542 of the California Civil Code or any analogous state, local, or federal law, statute, rule, order or regulation that Executive had or may have with respect to the Releasees. California Civil Code Section 1542 reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Executive hereby expressly agrees that this Agreement shall extend and apply to all unknown, unsuspected and unanticipated injuries and damages, as well as any that are now disclosed, arising prior to Executive’s execution of this Agreement. This release does not extend to those rights, which as a matter of law cannot be waived, including but not limited to unwaivable rights Executive may have under the California Labor Code. Nothing in this Agreement shall limit Executive’s right to file a charge or complaint with any state or federal agency or to participate or cooperate in such a manner. (d) Notwithstanding the foregoing, nothing in this Agreement shall be construed to prevent Executive from filing a charge with or participating in an investigation conducted by any governmental agency, including, without limitation, the United States Equal Employment Opportunity Commission (“EEOC”) or applicable state or city fair employment practices agency, to the extent required or permitted by law. Nevertheless, Executive understands and agrees that he is waiving any relief available (including, for example, monetary damages or reinstatement), under any of the claims and/or causes of action waived in Paragraphs 6(a) and (b), including but not limited to financial benefit or monetary recovery from any lawsuit filed or settlement reached by the EEOC or anyone else with respect to any claims released and waived in this Agreement. (a) Executive agrees that he has not and will not engage in any conduct that is injurious to the Company’s or the Releasees’ reputation or interest, including but not limited to publicly disparaging (or inducing or encouraging others to publicly disparage) the Company or the Releasees. (b) Executive acknowledges that he has returned to the Company any and all originals and copies of documents, materials, records, credit cards, keys, building passes, computers, blackberries and other electronic devices or other items in his possession or control belonging to the Company or containing proprietary information relating to the Company. (c) Executive further agrees that he will maintain the confidentiality of all customer and Company confidential information, unless and until such information is made public through no actions of Executive. (a) Executive will cooperate with the Company and/or its subsidiaries and affiliates and its/their counsel in connection with any investigation, administrative proceeding or litigation relating to any matter in which Executive was involved or of which Executive has knowledge. (b) Executive agrees that, in the event he is subpoenaed by any person or entity (including, but not limited to, any government agency) to give testimony (in a deposition, court proceeding or otherwise) that in any way relates to Executive’s employment with the Company, he will give prompt notice of such request to the Chief Executive Officer and will make no disclosure until the Company has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure. 9. The making of this Agreement is not intended, and shall not be construed, as an admission that the Releasees have violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract, or committed any wrong whatsoever against Executive. 10. The parties agree that this Agreement may not be used as evidence in a subsequent proceeding except in a proceeding to enforce the terms of this Agreement. 11. Executive acknowledges that: (a) he has carefully read this Agreement in its entirety; (b) he has had an opportunity to consider fully the terms of this Agreement; (c) he has been advised by the Company in writing to consult with an attorney of his choosing in connection with this Agreement; (d) he fully understands the significance of all of the terms and conditions of this Agreement and he has discussed it with his independent legal counsel, or has had a reasonable opportunity to do so; (e) he has had answered to his satisfaction any questions he has asked with regard to the meaning and significance of any of the provisions of this Agreement; and (f) he is signing this Agreement voluntarily and of his own free will and assents to all the terms and conditions contained herein. 12. This Agreement is binding upon, and shall inure to the benefit of, the parties and their respective heirs, executors, administrators, successors and assigns. 13. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force and effect. However, the illegality or unenforceability of such provision shall have no effect upon, and shall not impair the enforceability of, any other provision of this Agreement; provided, however, that, upon any finding by a court of competent jurisdiction that the release and covenants provided for by Paragraph 6 above is illegal, void, or unenforceable, Executive agrees to execute a release, waiver and/or covenant that is legal and enforceable. Finally, any breach of the terms of Paragraphs 7, 8 and/or 9 above shall constitute a material breach of this Agreement as to which the Company may seek appropriate relief in a court of competent jurisdiction. 14. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without regard to the conflict of laws provisions thereof. Actions to enforce the terms of this Agreement, or that relate to Executive’s employment with the Company shall be submitted to the exclusive jurisdiction of any state or federal court sitting in the County of Sacramento, State of California. 15. This Agreement may be executed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument of this Agreement. 16. This Agreement (including any exhibits attached hereto) constitutes the complete understanding between the parties with respect to the termination of the Executive’s employment at the Company and supersedes any and all agreements, understandings, and discussions, whether written or oral, between the parties.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply withwith Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (“Code Section 409A”) or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. A termination of employment construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Bank shall not be deemed take any action to have occurred for purposes of any provision of this Agreement providing for accelerate or delay the payment of any amounts or monies and/or provision of any benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under in any matter which would not be in compliance with Code Section 409A unless such termination 409A. (c) If the Executive is also deemed on the date of separation from service with the Bank to be a “separation from service” specified employee”, within the meaning of that term under Code Section 409A and409A(a)(2)(B) and using the identification methodology selected by the Bank from time to time, for purposes or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of any such provision (i) the expiration of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination the six-month period measured from the date of employment,” or like terms shall mean “the Executive’s separation from serviceservice or (ii) the date of the Executive’s death. In the case of benefits required to be delayed under Code Section 409A, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six-month delay period and then be reimbursed by the Bank thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 11(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If any cash payment is delayed under this Section 11(c), then interest shall be paid on the amount delayed calculated at the prime rate reported in The Wall Street Journal for the date of the Executive’s termination to the date of payment.” (d) With respect regard to any provision herein that provides for reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearCode Section 409A, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. For All reimbursements shall be reimbursed in accordance with the Corporation’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty ten (6010) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Corporation. (g) Notwithstanding any of the provisions of this Agreement, neither the Corporation nor the Bank shall be liable to the Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive if any payment of “nonqualified or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be compensation subject to additional tax imposed pursuant to Code Section 409A as a result otherwise fails to comply with, or be exempt from, the requirements of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.Code Section 409A

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, with Code Section 409A or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A (including any transition or grandfather rules thereunder). (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, as it relates to “nonqualified deferred compensation,” references to a “termination,” or “termination of employment,” or like terms references shall mean “separation from service.” With respect . If the Executive is deemed on the date of separation from service with the Company to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any reimbursement payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of expenses of(i) the expiration of the six- month period measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death. In the case of benefits, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Company thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 8(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision of in-kind benefits to, the Executive, as specified under this Agreement, such herein that provides for reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in- kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. For Except as otherwise allowed under Code Section 409A, all reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty (60) ten days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If . (g) Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive if any payment or benefit which is a specified employee within to be provided pursuant to this Agreement and which is considered deferred compensation subject to Section 409A otherwise fails to comply with, or be exempt from, the meaning requirements of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was 18 incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall will be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification will be made in good faith and administered accordingly. will, to the maximum extent reasonably possible, maintain the original intent and economic benefit to you and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever will the Company Group be liable for any additional tax, interest or penalty that may be imposed on you by Code Section 409A or for damages for failing to comply with Code Section 409A. (b) A separation or termination of employment shall will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits upon or following a termination of employment benefit that are is considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” “separation from employment” or like terms shall will mean “separation from service.” With respect If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit will be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of your “separation from service,” and (B) the date of your death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to you in a lump sum and all remaining payments and benefits due under this Agreement (if any) will be paid or provided in accordance with the normal payment dates specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall will not be subject to liquidation or exchange for another benefit. , (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) such payments will be made on or before the last day of your taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall will be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)days, the actual date of payment within the specified period shall will be within the sole discretion of the Company. If Executive is a specified employee within . (e) Notwithstanding any other provision of this Agreement to the meaning of Code Section 409A(a)(2)(B)(i) and would receive contrary, in no event will any payment of that constitutes “nonqualified deferred compensation,” as a result for purposes of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Code Section 24, would 409A be subject to additional tax imposed pursuant to offset by any other amount unless otherwise permitted by Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent of the Parties is that payments and benefits under (a) Where this Employment Agreement comply with, or be exempt from, Code Section 409A and, accordingly, refers to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A Employee’s termination of employment shall not be deemed to have occurred for purposes of receiving any provision payment, whether such a termination has occurred will be determined in accordance with Section 409A of this the Code and Treasury Regulation Section 1.409A-1(h) (or any successor provisions) to the extent required by law. (b) To the extent that benefits under Section 6 are contingent upon Employee providing a General Release Agreement, Employee will sign and return the General Release Agreement providing within the reasonable time period designated by the Company, which will not be more than 45 days. If the period for Employee to review a General Release Agreement plus any revocation period crosses calendar years, payments contingent upon the Release will be made in the later calendar year. Any payments contingent upon the General Release Agreement that would otherwise be made during the period for review and revocation of the General Release Agreement will be made, provided that the General Release Agreement is timely executed and returned to the Company and not revoked, on the first scheduled payment date after such period ends. Each payment in respect of any amounts or benefits upon or following a Employee’s termination of employment that are considered “nonqualified deferred compensation” under Code Section 6 of the Employment Agreement is designated as a separate payment for Section 409A unless such termination purposes. (c) If Employee is also designated as a “separation from servicespecified Executive” within the meaning of Code Section 409A and(while the Company is publicly traded), for purposes of any such provision of this Agreement, as it relates deferred compensation payment subject to “nonqualified deferred compensation,” references Section 409A to a “termination,” “be made during the six-month period following Employee’s termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall employment will be subject to the following conditions: (1) the expenses eligible for reimbursement or withheld and the amount of in-kind benefits provided the payments withheld will be paid in one taxable year shall not affect a lump sum, without interest, during the expenses eligible for reimbursement or seventh month after Employee’s termination; provided, however, that if Employee dies prior to the amount expiration of in-kind benefits provided in any other taxable yearsuch six month period, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred payment to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall Employee’s beneficiary will be made no later than the end of the year after the year as soon as reasonably practicable following Employee’s death. The Company will identify in which such expense was incurred; and (3) the right writing delivered to reimbursement or in-kind benefits shall not be Employee any payments it reasonably determines are subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment delay under this Agreement specifies a payment period Section 8(c). (d) In no event will the Company have any liability or obligation with reference respect to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” taxes for which Employee may become liable as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent of To the Parties is extent amounts or benefits that payments and benefits become payable under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A on account of Employee’s termination of employment shall not be deemed to have occurred for purposes (other than by reason of any provision of this Agreement providing for the payment of any amounts or benefits upon or following Employee’s death) constitute a termination of employment that are considered distribution under a “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from servicecompensation plan” within the meaning of Code Section 409A and(“Deferred Compensation”), for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “Employee’s termination of employment,” or like terms employment shall mean be deemed to occur on the date that Employee incurs a “separation from Service” with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Employee’s separation from service., Employee is a “specified Executive” With respect to any reimbursement (within the meaning of expenses of, or any provision of in-kind benefits toCode Section 409A and Treasury Regulation Section 1.409A-1(i)), the Executivepayment of such Deferred Compensation shall commence on the first business day of the seventh month following Employee’s separation from Service and Company shall then pay Employee, as specified without interest, all such Deferred Compensation that would have otherwise been paid under this AgreementAgreement during the first six months following Employee’s separation from service had Employee not been a specified Executive. Thereafter, such Company shall pay Employee any remaining unpaid Deferred Compensation in accordance with this Agreement as if there had not been a six-month delay imposed by this paragraph. If any expense reimbursement of expenses or provision of in-kind benefits by Employee under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be subject made to Employee as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following conditions: the year during which such expense was incurred. Any reimbursement amount provided in one (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses amount eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the another year after the year in which such expense was incurred; and (3) the right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes In addition, if any provision of this Agreement would subject Employee to any additional tax or interest under Code Section 409A, Executive’s right then Company shall reform such provision; provided that Company shall (i) maintain, to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)maximum extent practicable, the actual date of payment within the specified period shall be within the sole discretion original intent of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject applicable provision without subjecting Employee to such additional tax imposed pursuant to Code Section 409A or interest and (ii) not incur any additional compensation expense as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathreformation.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply withwith Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (“Code Section 409A”) or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. A termination of employment construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Bank shall not be deemed take any action to have occurred for purposes of any provision of this Agreement providing for accelerate or delay the payment of any amounts or monies and/or provision of any benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under in any matter which would not be in compliance with Code Section 409A unless such termination 409A. (c) If the Executive is also deemed on the date of separation from service with the Bank to be a “separation from service” specified employee”, within the meaning of that term under Code Section 409A and409A(a)(2)(B) and using the identification methodology selected by the Bank from time to time, for purposes or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of any such provision (i) the expiration of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination the six-month period measured from the date of employment,” or like terms shall mean “the Executive’s separation from serviceservice or (ii) the date of the Executive’s death. In the case of benefits required to be delayed under Code Section 409A, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six-month delay period and then be reimbursed by the Bank thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 10(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If any cash payment is delayed under this Section 10(c), then interest shall be paid on the amount delayed calculated at the prime rate reported in The Wall Street Journal for the date of the Executive’s termination to the date of payment.” (d) With respect regard to any provision herein that provides for reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearCode Section 409A, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in• kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. For All reimbursements shall be reimbursed in accordance with the Corporation’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty ten (6010) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Corporation. (g) Notwithstanding any of the provisions of this Agreement, neither the Corporation nor the Bank shall be liable to the Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive if any payment of “nonqualified or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be compensation subject to additional tax imposed pursuant to Code Section 409A as a result otherwise fails to comply with, or be exempt from, the requirements of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.Code Section 409A

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, with Section 409A of the Internal Revenue Code and applicable guidance thereunder ("Code Section 409A") or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter that would not be in compliance with Code Section 409A. (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such the termination is also a “"separation from service” " (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, as it relates to “nonqualified deferred compensation,” references to a “"termination,” “" or "termination of employment,” " or like terms references shall mean “separation from service.” With respect . If the Executive is deemed on the date of separation from service with the Company to be a "specified employee", within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), the payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six- month period measured from the date of the Executive's separation from service or (ii) the date of the Executive's death. In the case of benefits required to be delayed under Code Section 409A, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during that six month delay period and then be reimbursed by the Company thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of the Executive's separation from service or, if earlier, on the date of the Executive's death, all payments delayed pursuant to this Section 8(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of the delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearCode Section 409A, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because those expenses are subject to a limit related to the period the arrangement is in effect. For All reimbursements shall be reimbursed in accordance with the Company's reimbursement policies but in no event later than the fiscal year following the fiscal year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “"payment shall be made within sixty ten (6010) days following the date of termination”"), the actual date of payment within the specified period shall be within the sole discretion of the Company. If . (g) Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive if any payment of “nonqualified or benefit which is to be provided pursuant to this Agreement and that is considered deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be compensation subject to additional tax imposed pursuant to Code Section 409A as a result otherwise fails to comply with, or be exempt from, the requirements of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.Code Section 409A.

Code Section 409A Compliance. 1.1 The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyto be in compliance therewith. A In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or any damages for failing to comply with Code Section 409A. 1.2 Notwithstanding anything to the contrary in this Agreement, (i) a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.,” With respect (ii) if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the date that is immediately following the date of the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death (the “Delay Period”), and (iii) upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 1.3 Notwithstanding anything to the contrary in this Agreement, with regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. , (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. 1.4 For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive that is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “considered nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Code (a) Where Section 409A and, accordingly, 7 refers to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A Executive’s termination of employment shall not be deemed to have occurred for purposes of receiving any payment, whether such a termination has occurred will be determined in accordance with Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h) (or any successor provisions). (b) Where the Agreement requires the following payments to be made to the Executive, the following rules shall apply, and any inconsistent provision of is superseded: (i) To the extent that this Agreement providing requires that a payment shall be made upon or as soon as reasonably practicable after an event (e.g., termination of employment), such payment shall be made no later than 60 days after the occurrence of such event (or, if earlier, within 2 1/2 months following the end of the Executive’s taxable year in which such event occurs). The Executive may not designate the year such payment. (ii) To the extent that any payment in Section 7 is contingent upon the Executive entering into a Release, the Executive shall sign and return the separation and release agreement within the reasonable time period designated by the Company, in order to assure that payment shall be made within the time period set forth in paragraph (i) above, but not prior to expiration of any period specified for revocation of the Release by the Executive. In the event such 60 day period crosses calendar years, severance payments shall be made in the later calendar year. Any payments that would otherwise be made during the period for review and revocation of the Release will be made on the next regularly scheduled payment date after such period ends. (iii) To the extent that the Agreement provides for the reimbursement of specified expenses incurred by the Executive, such reimbursement shall be made in accordance with the provisions of the Agreement, but in no event later than the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The amount of expenses eligible for reimbursement or in-kind benefits provided by the Company in any taxable year of the Executive shall not affect the amount of expenses or in-kind benefits to be reimbursed or provided in any other year (except in the case of maximum benefits to be provided under a medical reimbursement arrangement, if applicable). (iv) Bonus otherwise payable under the Agreement after the end of a bonus plan performance period shall be paid within 2 1/2 months after the end of the fiscal year of the Company to which such Bonus relates. (c) Payments in respect of the Executive’s termination of employment under Section 7 of the Agreement are designated as separate payments for purposes of the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F) and the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii). As a result, (i) any payments that become vested as a result of the Executive’s termination of employment under Section 7 that are made on or before the 15th day of the third month of the calendar year following the calendar year of the Executive’s termination of employment, and (ii) any additional payments that are made on or before the last day of the second calendar year following the year of the Executive’s termination of employment and do not exceed the lesser of two times Base Salary or two times the limit under Code Section 401(a)(17) then in effect, and (iii) the payment of any amounts or benefits upon or following a termination medical expenses within the applicable COBRA period, are exempt from the requirements of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination 409A. (d) If the Executive is also designated as a “separation from servicespecified employee” within the meaning of Code Section 409A and(and Company is publicly traded on any securities market), for purposes of to the extent that any such provision of this Agreement, as it relates deferred compensation payments to “nonqualified deferred compensation,” references to a “termination,” “be made during the first six month period following Executive’s termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits toemployment exceed such exempt amounts, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits payments shall be subject to the following conditions: (1) the expenses eligible for reimbursement or withheld and the amount of in-kind benefits provided the payments withheld will be paid in one taxable year shall not affect a lump sum, without interest, during the expenses eligible for reimbursement or seventh month after Executive’s termination; provided, however, that if the amount Executive dies prior to the expiration of in-kind benefits provided in any other taxable yearsuch six month period, except for any medical reimbursement arrangement providing for payment to the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense Executive’s beneficiary shall be made no later than as soon as practicable following the end of Executive’s death. The Company shall identify in writing delivered to the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be Executive any payments it reasonably determines are subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment delay under this Agreement specifies a payment period Section 8(d). (e) In no event shall the Company have any liability or obligation with reference respect to a number of days (e.g., “within sixty (60) days following taxes for which the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” may become liable as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent This Agreement is intended to first be exempt from Section 409A of the Parties is Internal Revenue Code of 1986 as amended, and any regulations and Treasury guidance promulgated thereunder (collectively, “Section 409A of the Code”) to the maximum permissible extent and will be interpreted and construed consistently with such intent. To the extent that payments and any amounts or benefits under this Agreement comply withare not exempt from the requirements of Section 409A of the Code, then all such amounts and benefits are intended to be paid or provided in compliance with Section 409A of the Code such that there will be no adverse tax consequences, interest, or be exempt from, Code penalties imposed on Executive under Section 409A and, accordingly, to of the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyCode. A termination of employment The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to have occurred be a separate payment for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within of the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” Code. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2b) the reimbursement of an eligible expense shall be made no later than the end of the year after following the year in which such expense was incurred; and (3c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes Notwithstanding anything in this Agreement to the contrary, if a payment obligation arises on account of Code Section 409A, Executive’s right separation from service while Executive is a “specified employee” as described in Section 409A of the Code and the Treasury Regulations thereunder and as determined by the Company in accordance with its procedures, by which determination Executive is bound, any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to receive any installment payments pursuant to this Agreement the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be treated as a right to receive a series made on the first (1st) business day of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days the seventh (e.g., “within sixty (607th) days month following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six or, if earlier, within fifteen (615) months days after the appointment of the personal representative or executor of Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) estate following Executive’s death. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement unless Executive would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A of the Code or damages for failing to comply with Section 409A of the Code. THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN. [The remainder of this page is intentionally left blank.]

Code Section 409A Compliance. 5.7.1. The intent provisions of this Agreement are intended to comply with Section 409A of the Parties is that payments Code and benefits any final regulations and guidance promulgated thereunder (“Section 409A”) or an exemption thereunder and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company and Executive agree to work together in good faith to consider amendments to this Agreement comply withand to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment or provision of any benefit to Executive under Section 409A (without increasing the cost to the Company). 5.7.2. To the extent that Executive will be reimbursed for costs and expenses or be provided in-kind benefits, except as otherwise permitted by Section 409A, (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be exempt fromprovided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code Section 409A and, accordingly, solely because such expenses are subject to a limit related to the maximum extent permitted, this Agreement period the arrangement is in effect and (c) such payments shall be interpreted and administered accordinglymade on or before the last day of the taxable year immediately following the taxable year in which Executive incurred the expense. 5.7.3. A To the extent required by Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also constitutes a “separation Separation from serviceService” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” Agreement references to a “termination,” “termination of employment,” or like terms shall mean “separation Separation from serviceService.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit 5.7.4. For purposes of Code Section 409A, Executive’s right to receive any installment Any payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short- term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other separation payment is intended to be a payment period with reference upon an involuntary termination from service and payable pursuant to a number of days (e.g., “within sixty (60) days following the date of termination”Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive maximum extent permitted by that regulation, with any amount that is a specified employee within the meaning of Code not exempt from Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be 409A being subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The Notwithstanding any provision of this Agreement to the contrary: (a) If and to the extent any payment or benefits under this Agreement are otherwise subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, including any regulations and other applicable authorities promulgated thereunder (the “Code”), the intent of the Parties is that payments such payment and benefits under this Agreement shall comply with, or be exempt from, with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted interpreted, and administered accordinglysuch payment and benefits shall be paid or provided under such other conditions determined by the Company that cause such payment and benefits, to be in compliance therewith. A To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Parties hereto of the applicable provision without violating the provisions of Code Section 409A. The Company makes no representation that any or all of the payments or benefits provided under this Agreement will be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to any such payments or benefits. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. (b) To the extent required under Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a Employee’s termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” (c) Each payment payable to Employee under Section 6 on or after his date of termination shall be treated as a separate and distinct “payment” With respect for purposes of Code Section 409A and, further is intended to be exempt from Code Section 409A, including but not limited to the short-term deferral exemption thereunder. If and to the extent any reimbursement such payment is determined to be subject to Code Section 409A and is otherwise payable upon Employee’s termination of expenses ofemployment, or in the event Employee is a “specified employee” (as defined in Code Section 409A), any provision such payment that would otherwise have been payable in the first six (6) months following Employee’s termination of in-kind benefits toemployment will not be paid to Employee until the date that is six (6) months and one (1) day following the date of Employee’s termination of employment (or, if earlier, Employee’s date of death). Any such deferred payments will be paid in a lump sum; provided that no such actions shall reduce the amount of any payments otherwise payable to Employee under this Agreement. Thereafter, the Executive, as specified remainder of any such payments shall be payable in accordance with Section 6. (d) All expenses or other reimbursements to Employee under this Agreement, if any, shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee (provided that if any such reimbursements constitute taxable income to Employee, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one any taxable year shall not in any way affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year. (e) In no event may Employee, except for directly or indirectly, designate the calendar year of any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to payment under this Agreement shall be treated as a right to receive a series of separate and distinct paymentsAgreement. Whenever a payment under this Agreement specifies a period within which such payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)may be made, the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive Further notwithstanding any provision of this Agreement to the contrary, if the time period set forth in Section 11 begins in one taxable year of Employee and ends in a subsequent taxable year, any payment or benefit scheduled to be provided under Section 6, to the extent such payment or benefit is a specified employee within otherwise subject to the meaning requirements of Code Section 409A(a)(2)(B)(i409A, will commence in such subsequent taxable year of Employee. (f) and would receive Whenever a payment under this Agreement specifies a period within which such payment may be made, the actual date of payment within the specified period shall be within the sole discretion of the Company. (g) In no event shall any payment of under this Agreement that constitutes “nonqualified deferred compensation,” as a result for purposes of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employeebe offset by any other payment pursuant to this Agreement or otherwise. (h) To the extent required under Code Section 409A, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s any reference herein to the term “separation from service,Agreement” shall mean this Agreement and any other plan, agreement, method, program, or other arrangement, with which this Agreement is required to be aggregated under Code Section 409A, and (ii) Executive’s deathany reference herein to the term “Company” shall mean the Company and all persons with whom the Company would be considered a single employer under Code Section 414(b) or 414(c).

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, with Code Section 409A or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A (including any transition or grandfather rules thereunder). (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, as it relates to “nonqualified deferred compensation,” references to a “termination,” or “termination of employment,” or like terms references shall mean “separation from service.” With respect . If the Executive is deemed on the date of separation from service with the Company to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any reimbursement payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of expenses of(i) the expiration of the six- month period measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death. In the case of benefits, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Company thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 7(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision of in-kind benefits to, the Executive, as specified under this Agreement, such herein that provides for reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in- kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. For All reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty ten (6010) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If .” (g) Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive if any payment or benefit which is a specified employee within to be provided pursuant to this Agreement and which is considered deferred compensation subject to Section 409A otherwise fails to comply with, or be exempt from, the meaning requirements of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent of the Parties 11.1 This Agreement is that payments and benefits under this Agreement intended to comply with, or otherwise be exempt from, Code Section 409A andof the Internal Revenue Code of 1986 as amended, accordinglyand any regulations and Treasury guidance promulgated thereunder (collectively, “Section 409A of the Code”). 11.2 Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the maximum extent permittedprovisions of Section 409A of the Code. 11.3 The preceding provisions, however, shall not be construed as a guarantee by Company of any particular tax effect to Executive under this Agreement. No Company Group Member shall be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 11.4 For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following treated as a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references right to a “termination,” “termination series of employment,” or like terms shall mean “separation from serviceseparate payments.” 11.5 With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1ii) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2ii) the reimbursement of an eligible expense shall be made no later than the end of the year after following the year in which such expense was incurred; and (3iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes . 11.6 Notwithstanding anything in this Agreement to the contrary, if a payment obligation arises on account of Code Section 409A, Executive’s right separation from service while Executive is a “specified employee” as described in Section 409A of the Code and the Treasury Regulations thereunder and as determined by Company in accordance with its procedures, by which determination Executive is bound, any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to receive any installment payments pursuant to this Agreement the exemptions in Treasury Regulation Sections 1.409A- 1(b)(3) through (b)(12)) shall be treated as a right to receive a series made on the first (1st) business day of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days the seventh (e.g., “within sixty (607th) days month following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six or, if earlier, within fifteen (615) months days after the appointment of the personal representative or executor of Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) estate following Executive’s death.

Code Section 409A Compliance. The intent of the Parties 15.1 This Agreement is that payments and benefits under this Agreement intended to comply with, or otherwise be exempt from, Code Section 409A andof the Code and any regulations and Treasury guidance promulgated thereunder. 15.2 Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A of the Code. 15.3 The preceding provisions, accordinglyhowever, shall not be construed as a guarantee by Company of any particular tax effect to Executive under this Agreement. Company shall not be liable to Executive for any payment made under this Agreement, at the maximum extent permitteddirection or with the consent of Participant, which is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 15.4 For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following treated as a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references right to a “termination,” “termination series of employment,” or like terms shall mean “separation from serviceseparate payments.” 15.5 With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. . 15.6 For purposes of Code Section 409A409A of the Code, the date as of which Company and Executive reasonably anticipate that no further services would be performed by Executive shall be construed as the date that Executive first incurs a “separation from service” as defined under Section 409A of the Code. 15.7 Notwithstanding anything in this Agreement to the contrary, if a payment obligation arises on account of Executive’s right separation from service while Executive is a “specified employee” as described in Section 409A of the Code and the Treasury Regulations thereunder and as determined by the Company in accordance with its procedures, by which determination Executive is bound, any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to receive any installment payments pursuant to this Agreement the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be treated as a right to receive a series made on the first business day of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days the seventh month following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six or, if earlier, within fifteen (615) months days after the appointment of the personal representative or executor of Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s estate following his death.

Code Section 409A Compliance. The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A termination of employment shall to be in compliance therewith; provided, that the Corporation does not be deemed guarantee to have occurred for purposes of Employee any provision of particular tax treatment with respect to this Agreement providing and any payments hereunder. In no event whatsoever shall the Corporation be liable for the payment of any amounts additional tax, interest, or benefits upon or following a termination of employment penalties that are considered “nonqualified deferred compensation” under may be imposed on Employee by Code Section 409A unless such termination is also a “separation from service” within the meaning of or any damages for failing to comply with Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. 409A. For purposes of Code Section 409A, ExecutiveEmployee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty (60) ten calendar days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the CompanyCorporation. If Executive is a specified employee within In no event may Employee, directly or indirectly, designate the meaning calendar year of Code Section 409A(a)(2)(B)(i) and would receive any payment of “to be made under this Agreement that is considered nonqualified deferred compensation,” . With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as a result of permitted by Code Section 409A, (i) the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would right to reimbursement or in-kind benefits shall not be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” liquidation or exchange for another benefit; (ii) Executivethe amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; provided, that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made on or before the last day of Employee’s deathtaxable year following the taxable year in which the expense was incurred.

Code Section 409A Compliance. 5.8.1. The intent provisions of this Agreement are intended to comply with Section 409A of the Parties is that payments Code and benefits any final regulations and guidance promulgated thereunder (“Section 409A”) or an exemption thereunder and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company and Executive agree to work together in good faith to consider amendments to this Agreement comply withand to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment or provision of benefit to Executive under Section 409A. 5.8.2. To the extent that Executive will be reimbursed for costs and expenses or in-kind benefits, except as otherwise permitted by Section 409A, (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be exempt fromprovided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code Section 409A and, accordingly, solely because such expenses are subject to a limit related to the maximum extent permitted, this Agreement period the arrangement is in effect and (c) such payments shall be interpreted and administered accordinglymade on or before the last day of the taxable year following the taxable year in which Executive incurred the expense. 5.8.3. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also constitutes a “separation Separation from serviceService” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” Agreement references to a “termination,” “termination of employment,” or like terms shall mean “Separation from Service. 5.8.4. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from serviceservice or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq.” With respect , to the maximum extent permitted by that regulation, with any reimbursement of expenses of, or any provision of in-kind benefits to, amount that is not exempt from Section 409A being subject to Section 409A. 5.8.5. Notwithstanding anything to the Executive, as specified under contrary in this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If if Executive is a “specified employee employee” within the meaning of Code Section 409A(a)(2)(B)(i) 409A at the time of Executive’s termination, then only that portion of the severance and would receive benefits payable to Executive pursuant to this Agreement, if any, and any payment of “nonqualified other severance payments or separation benefits which may be considered deferred compensation,” as a result compensation under Section 409A that is payable on account of the Executive’s separation from servicetermination (other than by reason of death) (together, sooner than the “Deferred Compensation Separation Benefits”) that are due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum cash payment on the date that is six (6) months after and one (1) day following the date of Executive’s “separation from service” thattermination of employment. All subsequent Deferred Compensation Separation Benefits, absent the application of this Section 24if any, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead will be payable on in accordance with the date that is payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the earliest of (i) contrary, if Executive dies following termination but prior to the six (6) months after month anniversary of Executive’s “separation from service,” or (ii) termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death (but not earlier than such payment would have been made absent such death) and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Employment Agreement 5.8.6. Notwithstanding anything herein to the contrary, neither the Company nor any of its Affiliates shall have any liability to the Executive or to any other Person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Code Section 409A Compliance. 10.1 The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyto be in compliance therewith. A In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or any damages for failing to comply with Code Section 409A. 10.2 Notwithstanding anything to the contrary in this Agreement, (i) a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.,” With respect (ii) if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the date that is immediately following the date of the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death (the “Delay Period”), and (iii) upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 10.3 Notwithstanding anything to the contrary in this Agreement, with regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. , (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. 10.4 For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive that is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “considered nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. The 8.1. It is the Company's intent of the Parties is that payments compensation and benefits to which you are entitled under this Agreement comply withnot be treated as "nonqualified deferred compensation" under Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations and other official guidance promulgated thereunder ("Code Section 409A"), and that any ambiguities in the construction of this Agreement be interpreted in order to effectuate such intent. In the event that the Company determines, in its sole discretion, that any compensation or benefits to which you are entitled under this Agreement could be exempt from, treated as "nonqualified deferred compensation" under Code Section 409A and, accordingly, to the maximum extent permitted, unless this Agreement shall is amended or modified, the Company may, in its sole discretion, amend or modify this Agreement without obtaining any additional consent from you, so long as such amendment or modification does not materially affect the net present value of the compensation or benefits to which you otherwise would be interpreted and administered accordinglyentitled under this Agreement. 8.2. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “"separation from service” " within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “"termination,” “" "termination of employment,” " or like terms shall mean “"separation from service.” With respect " If you are deemed on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of in-kind any benefit that is considered "nonqualified deferred compensation" under Code Section 409A payable on account of a "separation from service," such payment or benefit shall be made or provided at the date which is the earlier of (a) the expiration of the six (6) month period measured from the date of your "separation from service," and (b) the date of your death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits todelayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the Executivenormal payment dates specified for them herein. 8.3. If a general release of claims, as specified contemplated under Section 7 hereof, is executed and delivered (and no longer subject to revocation) in the manner provided in said Section 7, then the following shall apply: (a) To the extent that the Severance Pay is not "nonqualified deferred compensation" for purposes of Code Section 409A, then the Severance Pay shall commence upon the first scheduled payment date immediately following the date that the release is executed, delivered and no longer subject to revocation (the "Release Effective Date"). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this AgreementAgreement applied as though such payments commenced immediately upon your termination of employment, and any payments made thereafter shall continue as provided herein. (b) To the extent that the Severance Pay is "nonqualified deferred compensation" for purposes of Code Section 409A, then such reimbursement of expenses payments or provision of in-kind benefits shall be subject to made or commence upon the sixtieth (60th) day following conditions: your termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon your termination of employment, and any payments made thereafter shall continue as provided herein. 8.4. For purposes of compliance with Code Section 409A, (1a) the all expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense reimbursements hereunder shall be made no later than on or prior to the end last day of the taxable year after following the taxable year in which such expense was incurred; and expenses were incurred by you, (3b) the any right to reimbursement or in-in kind benefits shall is not be subject to liquidation or exchange for another benefit, and (c) no such reimbursement, expenses eligible for reimbursement, or in kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other taxable year. 8.5. For purposes of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. 8.6. Whenever a In no event shall any payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. 8.7. In no event whatsoever shall the Company be liable for any additional tax tax, interest or penalty that may be imposed pursuant to on you by Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.damages for failing to comply with Code Section 409A.

Code Section 409A Compliance. The intent a. If any provision of the Parties is that payments and benefits under this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Internal Revenue Code (“Code”) Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision, to the extent possible, to comply withwith Code Section 409A; provided, or be exempt from, that the Company agrees to make only such changes as are necessary to bring such provisions into compliance with Code Section 409A and, accordinglyand to maintain, to the maximum extent permittedpracticable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. b. Notwithstanding any provision to the contrary in this Agreement shall be interpreted and administered accordingly. A Agreement, if the Executive is deemed on the date of termination of employment shall not to be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from servicespecified employee” within the meaning of that term under Code Section 409A and409A(a)(2)(B), for purposes then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” payment or like terms benefit shall mean “separation from service.” With respect to any reimbursement of expenses of, not be made or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be provided (subject to the following conditions: last sentence hereof) prior to the earlier of (1i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) expiration of the Code; six (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment 6)-month period with reference to a number of days (e.g., “within sixty (60) days following measured from the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to (as such term is defined in Treasury Regulations issued under Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i409A) six (6) months after Executive’s “separation from service,” or (ii) the date of Executive’s deathdeath (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the -10- ME1 15728518v.2 premiums therefor were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay (or cause to be paid) to the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.

Code Section 409A Compliance. The intent of the Parties This Agreement is that payments and benefits under this Agreement intended to comply with, or be exempt from, with Internal Revenue Code Section 409A and(“Code Section 409”) or an exemption thereunder and shall be construed ​ ​ and administered in accordance with Code Section 409A. Notwithstanding any other provision of this Agreement, accordingly, payments provided under the Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under the Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent permitted, this possible. Any payments to be made under the Agreement shall be interpreted and administered accordingly. A upon a termination of employment shall not only be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits made upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within under Code Section 409A. In no event shall the meaning timing of the Executive’s execution of a Waiver and Release Agreement, directly or indirectly, result in the Executive designating the calendar year of any severance payment, and if a payment that is subject to execution of the Waiver and Release Agreement could be made in more than one taxable year, payment shall be made in the later taxable year. For purposes of Code Section 409A and409A, for purposes the right to installment payments of any such provision of this Agreement, severance shall be treated as it relates to “nonqualified deferred compensation,” references the right to a “termination,” “termination series of employment,” or like terms shall mean “separation from service.” With respect to separate payments. To the extent required by Code Section 409A, any reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with the following: (a) the amount of expenses ofeligible for reimbursement, or any provision of in-kind benefits toprovided, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable during a calendar year shall cannot affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearreimbursement, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits to be provided, in any other calendar year; and (b) any right to reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following Notwithstanding the date of termination”)foregoing, the actual date of payment within Company makes no representations that the specified period shall be within payments and benefits provided under the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Agreement comply with Code Section 409A as a result and in no event shall the Company be liable for all or any portion of such status as a specified employeeany taxes, then such payment shall instead penalties, interest or other expenses that may be payable incurred by the Executive on the date that is the earliest account of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.non-compliance with Code Section 409A.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, from Code Section 409A 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyapplied so as to be in compliance therewith. The Company and the Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Employee under Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” ”, “termination of employment,” ”, or like terms shall mean “separation from service.”. If the Employee is deemed on the date of termination to be a “specified employee” With respect within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6) month period measured from the date of such “separation from service” of the Employee, and (B) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 26(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Employee in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits tobenefits, the Executive, except as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditionspermitted by Code Section 409A: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense occurred. For purposes of Code Section 409A, Executivethe Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive that is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “considered nonqualified deferred compensation,” as a result . In no event shall the timing of Employee’s execution of the Executive’s separation from serviceGeneral Release, sooner than six (6) months after Executive’s “separation from service” thatdirectly or indirectly, absent result in the application Employee designating the calendar year of this Section 24payment, would be and if a payment that is subject to additional tax imposed pursuant to Code Section 409A as a result execution of such status as a specified employeethe General Release could be made in more than one taxable year, then such payment shall instead be payable on made in the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathlater taxable year.

Code Section 409A Compliance. The intent of (a) Notwithstanding anything herein to the Parties contrary, this Agreement is intended to be interpreted and operated to the fullest extent possible so that the payments and benefits under this Agreement comply with, or either shall be exempt from, from the requirements of Code Section 409A andor shall comply with the requirements of such provision. (b) To the extent required to avoid the imposition of additional taxes and penalties under Code Section 409A, accordingly, to the maximum extent permitted, amounts payable under this Agreement shall be interpreted and administered accordingly. A on account of any termination of employment shall not only be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following paid if Executive experiences a termination of employment that are considered “nonqualified deferred compensationseparation from service” under as defined in Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” (c) For purposes of this Agreement, the right to a series of installment payments shall be treated as a right to a series of separate payments within the meaning of the Code Section 409A. (d) If Executive is a “specified employee” With respect within the meaning of Code Section 409A as of the Separation Date, no amount that constitutes a deferral of compensation which is payable on account of Executive’s separation from service shall be paid to any Executive before the date (the “Delayed Payment Date”) which shall be (i) the first day of the seventh month after the date of Executive’s separation from service or (ii) the date of Executive’s death following such separation from service, if earlier. All such amounts that would, but for this Section 9(d), become payable prior to the Delayed Payment Date will be accumulated and paid on or about the Delayed Payment Date. (e) Notwithstanding anything herein to the contrary, the reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under provided pursuant to this Agreement, such reimbursement of expenses or provision of in-kind benefits Agreement shall be subject to the following conditions: (1i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2ii) the reimbursement of an eligible expense expenses or in-kind benefits shall be made promptly, subject to Company’s applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit (f) The Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Code. For purposes The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Code Section 409A. However, the Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Executive and to make all payments in accordance with the terms of this Agreement, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to Executive pursuant to this Agreement. If Executive notifies the Company (with specificity as to the reason therefor) that Executive believes that any provision of this Agreement would cause Executive to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement such modification shall be treated as a right made in good faith and shall, to receive a series of separate the maximum extent reasonably possible, maintain the original intent and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference economic benefit to a number of days (e.g., “within sixty (60) days following Executive and the date of termination”), the actual date of payment within the specified period shall be within the sole discretion Company of the Company. If Executive is a specified employee within applicable provision without violating the meaning provisions of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.