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 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 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 Notwithstanding anything set forth in this Agreement to the Parties is that contrary, any payments and benefits under provided pursuant to 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 which constitute “nonqualified deferred compensation” under Code within the meaning of the Treasury Regulations issued pursuant to Section 409A unless such termination is also shall not commence until Executive has incurred a “separation from service” within (as such term is defined in the meaning Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of Code doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A andprovided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, 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 Treasury Regulation 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 409A1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payments pursuant to under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentspayment. Whenever a payment under Notwithstanding any provision to the contrary in this Agreement specifies a payment period with reference to a number of days Agreement, if the Company (e.g.or, “within sixty (60) days following the date of termination”)if applicable, the actual date of payment within successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with the Company constitute “deferred compensation” under Section 409A and Executive is, on Executive’s Separation From Service, a “specified period shall be within the sole discretion employee” of the Company. If Executive Company or any successor entity thereto, as such term is a specified employee within the meaning of Code defined in Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Code, then, solely, to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments upon Executive’s separation from service, sooner than six Separation From Service shall be delayed until the earlier to occur of: (6a) 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 and one day after Executive’s “separation from service,” Separation From Service or (iib) the date of Executive’s deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices and no interest will be due on any amounts so deferred.

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. 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. 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 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. 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 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. A “separation from service.” With respect shall not occur under Code Section 409A unless such Employee has completely severed Employee’s relationship with the Bank or Employee has permanently decreased Employee’s services to twenty percent (20%) or less of the average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if Employee has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. 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) (after taking into account any exclusions applicable to such payment under Section 409A), 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 required to be delayed under Code Section 409A, 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 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 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. 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 Employee’s termination to the date of payment. (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 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 separate payment. In the event any payment payable upon termination of employment would be exempt from Code Section 409A under Treas. Reg. § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to receive a series Employee that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of separate and distinct payments. Whenever employment. (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 death.Code Section 409A.

Code Section 409A Compliance. The intent (a) This Agreement is intended to comply with the provisions of Section 409A of the Parties is that payments and benefits under this Agreement comply withCode, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permittedpracticable, this Agreement shall be interpreted and administered accordinglyin a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. A Terms used in this Agreement shall have the meanings given such terms under Section 409A of the Code if, and to the extent required, in order to comply with Section 409A of the Code. (b) The payment schedules provided hereunder are intended to be exempt from or to comply with the requirements of Section 409A of the Code and shall be interpreted consistently therewith. (c) Any payments under Section 5 shall be made or shall commence only after the Executive has a “separation from service” with the Company, as defined under Section 409A of the Code and the guidance issued thereunder. (d) Notwithstanding anything to the contrary in this Agreement, to the extent required to avoid additional taxes and interest charged under Section 409A of the Code, if any of the Company’s stock is publicly traded and the Executive is deemed to be a “specified employee” as determined by the Company for purposes of Section 409A(a)(2)(B) of the Code, the Executive agrees that any non-qualified deferred compensation payments due to him under this Agreement in connection with a termination of employment that would otherwise have been payable at any time during the six (6)-month period immediately following such termination of employment shall not be deemed to have occurred paid prior to, and shall instead be payable in a lump sum on the first day of the seventh (7th) month following the Executive’s separation from service (or, if the Executive dies during such period, within 30 days after the Executive’s death). (e) Each payment of termination benefits under Section 5 of this Agreement, including, without limitation, each installment payment, shall be considered a separate payment, as described in Treasury Regulations Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any provision of payment under this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered constitutes “nonqualified deferred compensation” under Code subject to Section 409A unless such termination is also a “separation from service” within of the meaning of Code Code, except to the extent specifically permitted or required by Section 409A and, of the Code. (g) If the Executive is entitled to be paid or reimbursed 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, and such reimbursement of expenses payments or provision of in-kind benefits shall be subject to reimbursements are includible in the following conditions: (1) the expenses eligible for reimbursement or Executive’s federal gross taxable income, the amount of in-kind benefits provided such expenses reimbursable in any one taxable calendar year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided reimbursable 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) and the reimbursement of an eligible expense shall must be made no later than the end December 31 of the year after the year in which such the expense was incurred; and (3) . No right of the right Executive to reimbursement of expenses under Section 4 or in-kind benefits any other Section of this 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. . (h) 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 . (i) 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 subject to Section 409A 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 Code be subject to additional tax imposed pursuant offset, counterclaim or recoupment by any other amount payable to Code the Executive 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 deathCode.

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 Executive nor Employer 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 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. A “separation from service.” With respect shall not occur under Code Section 409A unless such Executive has completely severed Executive’s relationship with Employer or Executive has permanently decreased Executive’s services to twenty percent (20%) or less of the average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if Executive has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. If Executive is deemed on the date of separation from service with Employer 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 Employer 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 for six (6) months in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall be paid with interest on the earlier of expenses of(i) the first day of the seventh (7th) month measured from the date of Executive’s separation from service or (ii) the date of Executive’s death. The amount of interest to be paid shall be based on the prime rate of interest in effect on the first day of the month following Executive’s separation from service as reported in the Wall Street Journal. In the case of benefits required to be delayed under Code Section 409A, or any provision however, Executive may pay the cost of in-kind benefits tobenefit coverage, and thereby obtain benefits, during such six (6) month delay period and then be reimbursed by Employer thereafter on the first day of the seventh (7th) month following the date of Executive’s separation from service or, as specified if earlier, on the date of Executive’s death. (d) If under this Agreement, such reimbursement of expenses an amount is to be paid in two or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible more installments, 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 each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (e) 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 Employer. In the Company. If Executive is a specified employee within the meaning event any payment payable upon termination of employment would be exempt from Code Section 409A(a)(2)(B)(i409A under Treasury Regulation § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of employment. (f) Notwithstanding any other provision of this Agreement, Executive shall be solely liable, and would receive Employer shall not be liable in any way to Executive 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 intent of (a) Notwithstanding anything set forth in this Agreement to the Parties is that contrary, any payments and benefits under provided pursuant to 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 which constitute “nonqualified deferred compensation” under Code within the meaning of the Treasury Regulations issued pursuant to Section 409A unless such termination is also of the Code shall not commence until you have incurred a “separation from service” within (as such term is defined in the meaning Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to you without causing you to incur the additional 20% tax under Section 409A. (b) For the avoidance of Code doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A andprovided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of any such provision of this AgreementTreasury Regulation Section 1.409A 2(b)(2)(iii)), 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 your right to receive any installment payments pursuant to under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentspayment. Whenever a payment under Notwithstanding any provision to the contrary in this Agreement specifies a payment period with reference to a number of days Agreement, if the Company (e.g.or, “within sixty (60) days following the date of termination”)if applicable, the actual date of payment within successor entity thereto) determines that any payments upon your Separation From Service set forth herein and/or under any other agreement with the Company constitute “deferred compensation” under Section 409A and you are, on your Separation From Service, a “specified period shall be within the sole discretion employee” of the Company. If Executive Company or any successor entity thereto, as such term is a specified employee within the meaning of Code defined in Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from serviceCode, sooner than six then, solely, to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments upon your Separation From Service shall be delayed until the earlier to occur of: (6a) 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 and one day after Executive’s “separation from service,” your Separation From Service or (iib) Executive’s deaththe date of your death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to you a lump sum amount equal to the sum of the payments upon your Separation From Service that you would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement.

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. (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. (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 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 (B) 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 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 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 severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by Executive of a release of claims, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of Executive’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 cash payment or continuing benefit to be provided is not “nonqualified deferred compensation” for purposes of Code Section 409A, then such payment or benefit 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 Executive’s termination of employment, and any payment made thereafter shall continue as provided herein. (ii) To the extent that any such cash payment or continuing benefit to be provided is “nonqualified deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60th) day following 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 Executive’s termination of employment, and any payment made thereafter shall continue as provided herein. (d) To the extent that any expense reimbursement or in-kind benefits to, the Executive, as specified benefit under this AgreementAgreement constitutes “non-qualified deferred compensation” for purposes of Code Section 409A, (i) such expense or other 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 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 will 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. (e) 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”)days, the actual date of payment within the specified period shall be within the sole discretion of Employer. (f) Notwithstanding any other provision of this Agreement to the Company. If Executive is a specified employee within 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. (g) 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 Executive’s termination of employment in accordance with Employer’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 of termination, but no less frequently than monthly. (h) Any annual bonus payable to Executive in accordance with the earliest provisions of (iSection 3(b) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathhereof shall be paid in the calendar year following the calendar year to which such bonus relates at the same time bonuses are paid to other senior executive officers of Employer generally.”

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 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. The intent of Notwithstanding anything set forth in this Agreement to the Parties is that contrary, any payments and benefits under provided pursuant to 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 which constitute “nonqualified deferred compensation” under Code within the meaning of the Treasury Regulations issued pursuant to Section 409A unless such termination is also shall not commence until Executive has incurred a “separation from service” within (as such term is defined in the meaning Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of Code doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A andprovided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, 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 Treasury Regulation 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 409A1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payments pursuant to under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentspayment. Whenever a payment under Notwithstanding any provision to the contrary in this Agreement specifies a payment period with reference to a number of days Agreement, if the Company (e.g.or, “within sixty (60) days following the date of termination”)if applicable, the actual date of payment within successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with the Company constitute “deferred compensation” under Section 409A and Executive is, on Executive’s Separation From Service, a “specified period shall be within the sole discretion employee” of the Company. If Executive Company or any successor entity thereto, as such term is a specified employee within the meaning of Code defined in Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Code, then, solely, to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments upon Executive’s separation from service, sooner than six Separation From Service shall be delayed until the earlier to occur of: (6a) 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 and one day after Executive’s “separation from service,” Separation From Service or (iib) the date of Executive’s deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. If the period of time Executive has to execute the Release “crosses over” two (2) calendar years, the Release will be deemed to have been executed on the twenty-first (21st) day after the Separation Date. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices and no interest will be due on any amounts so deferred.

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 intent Because of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Code uncertainty of the application of Section 409A andof the Internal Revenue Code of 1986, accordinglyas amended (the “Code”) to payments pursuant to this Agreement, including, without limitation, payments pursuant to Sections 10 and 11 hereof, Employee agrees that if any such payments are subject to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A termination provisions of employment shall not be deemed to have occurred for purposes Section 409A(a)(1) 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 by reason of this Agreement, as it relates to or any part thereof, being considered a “nonqualified deferred compensation,compensation plan” references pursuant to Section 409A of the Code, then such payments shall be made in accordance with, and this Agreement automatically shall be amended in such a “termination,” “termination of employment,” manner as to prevent any current or like terms shall mean “separation from service.” With respect future payment to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified Employee under this Agreement, such reimbursement Agreement or the vesting of expenses any Company stock option or provision of in-kind benefits shall be other equity incentive held issued to the Employee becoming 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(b409A(a)(1) of the Code; (2) the reimbursement , including, without limitation, any necessary delay 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 applicable to payment of deferred compensation to a “specified employee” (as defined in Section 409A(2)(B)(i) of the Code) upon separation from service” that. In the event that a six month delay is required, 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 first regularly scheduled pay date that is following the earliest conclusion of (i) the delay period the Employee shall receive a lump sum payment in an amount equal to six (6) months after Executiveof Employee’s “separation Base Salary and thereafter, any remaining Severance Benefits shall be paid on the same basis and at the same time as previously paid and subject to employment tax withholdings and deductions. The Company and the Employee shall consult together in good faith to determine the manner in which this Agreement should be amended to avoid the application of Section 409A(a)(1) as provided herein while avoiding or minimizing any financial disadvantage to the Employee as might arise from service,” or (ii) Executive’s deathsuch amendment, but in case of disagreement the decision of the Board of Directors shall govern, and the Company and the Employee shall be bound thereby.

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 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 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 Employee 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 (iiA) Executivethe 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.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 Employee in a lump sum and any remaining payments and benefits due under

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 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 shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) To the extent required for purposes of Code Section 409A, if applicable, 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, other consideration 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.” (c) Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the End Date 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 ofpayment, other consideration 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, other consideration or benefit shall not be 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 such “separation from service” of the Executive; or (ii) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments, other consideration and benefits delayed pursuant to this Section 12 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and all remaining payments, other consideration and benefits 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 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: (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 incurredexpenses were incurred by the Executive; and (3ii) the any right to reimbursement or in-kind benefits shall 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. 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 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 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. 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. (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. 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 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. A “separation from service.” With respect shall not occur under Code Section 409A unless such Employee has completely severed Employee’s relationship with the Bank or Employee has permanently decreased Employee’s services to twenty percent (20%) or less of the average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if Employee has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. 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 required to be delayed under Code Section 409A, 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 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 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. 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 Employee’s termination to the date of payment. (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 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 separate payment. In the event any payment payable upon termination of employment would be exempt from Code Section 409A under Treas. Reg. § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to receive a series Employee that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of separate and distinct payments. Whenever employment. (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 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 shall be exempt from, or comply 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 and administered accordinglyconsistent with that intent. 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 be exempt from, or to comply with, Code Section 409A. (b) In the event that any provision of this Agreement is determined by the Company or the Executive to not be exempt from, or to not comply with, Code Section 409A, the Company shall fully cooperate with the Executive to reform this Agreement to effect an exemption from Code Section 409A or to correct any noncompliance with Code Section 409A to the extent permitted under any guidance, procedure, or method promulgated by the Internal Revenue Service now or in the future that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of noncompliance 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 payment of any amounts or benefits that are considered deferred compensation under Code Section 409A that are payable 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 with 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.” (d) Notwithstanding any other payment date or 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 regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” to the extent required under Code Section 409A such payment shall be made on 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 Executive’s death (the “Delay Period”). All payments delayed pursuant to the preceding sentence shall be paid to the Executive in a lump sum on the first business day of the seventh month following the Executive’s “separation from service”, with interest on any such payments calculated using an interest rate not less than the average prime interest rate published in the Wall Street Journal on such payment date; and (ii) To the extent that any benefits to be provided during the Delay Period are considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Executive (to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive) the Company’s share of the cost of such benefits on the first day of the seventh month following the Executive’s “separation from service” and any remaining benefit shall be provided by the Company following expiration of the Delay Period in accordance with the procedures specified herein. The payments described in this paragraph shall be made with interest, calculated using an interest rate not less than the average prime interest rate published in the Wall Street Journal on such payment date. (e) With respect to any reimbursement amount 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 provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A or is required to be included in Executive’s gross income for federal income tax purposes, such expenses (including, without limitation, expenses associated with in-kind benefits) will be reimbursed by the Company no later than December 31st of the year following the year in which Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year shall not affect the expenses eligible for reimbursement or the amount of reimbursements or in-kind benefits to be 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 nor will Executive’s right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For . (f) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A409A be subject to offset, Executive’s right counterclaim or recoupment by any other amount payable to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Executive unless otherwise permitted by Code Section 409A. (g) Whenever a payment under provision of 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 such 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) 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. A “separation from service.” With respect shall not occur under Code Section 409A unless such Executive has completely severed Executive’s relationship with Employer or Executive has permanently decreased Executive’s services to twenty percent (20%) or less of the average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if Executive has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. If Executive is deemed on the date of separation from service with Employer 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 Employer from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed for six (6) months in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall be paid with interest on the earlier of (i) the first day of the seventh (7th) month measured from the date of Executive’s separation from service or (ii) the date of Executive’s death. The amount of interest to be paid shall be based on the prime rate of interest in effect on the first day of the month following Executive’s separation from service as reported in the Wall Street Journal. In the case of benefits required to be delayed under Code Section 409A, however, Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six (6) month delay period and then be reimbursed by Employer thereafter on the first day of the seventh (7th) month following the date of Executive’s separation from service or, if earlier, on the date of Executive’s death. (c) 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 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 Employer’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (d) 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. (e) 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 Employer. In the Company. If Executive is a specified employee within the meaning event any payment payable upon termination of employment would be exempt from Code Section 409A(a)(2)(B)(i409A under Treasury Regulation § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of employment. (f) Notwithstanding any other provision of this Agreement, Executive shall be solely liable, and would receive Employer shall not be liable in any way to Executive 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. . (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 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 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. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither Executive nor Old Point 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 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 . A "separation from service" shall not occur under Code Section 409A unless such Executive has completely severed Executive's relationship with Old Point or Executive has permanently decreased Executive's services to twenty percent (20%) or less of the average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if Executive has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. If Executive is deemed on the date of separation from service with Old Point 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 Old Point 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) (after taking into account any exclusions applicable to such payment under Section 409A), 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 Executive's separation from service or (ii) the date of Executive's death. In the case of benefits required to be delayed under Code Section 409A, however, Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six-month delay period and then be reimbursed by Old Point thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of Executive's separation from service or, if earlier, on the date of Executive's death, all payments delayed pursuant to this Section 18(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 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 18(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 Executive's termination to the date of payment. (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 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 Old Point'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 separate payment. In the event any payment payable upon termination of employment would be exempt from Code Section 409A under Treas. Reg. § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to receive a series Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of separate and distinct payments. Whenever employment. (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 Old Point. (g) Notwithstanding any of the Company. If provisions of this Agreement, Old Point shall not be liable to 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. 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 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. (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 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 the Agreement shall be interpreted and administered accordinglyto be in compliance therewith. A Notwithstanding anything to the contrary in the Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of employment shall not be deemed that term under Code Section 409A(a)(2)(B), then with regard to have occurred for purposes any payment or the provision of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment benefit that are is considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also payable on account of 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 such payment or benefit shall not be made or provided until the date which is the earlier of employment,” or like terms shall mean (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service.,” With respect 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 any reimbursement of expenses of, or any provision of in-kind remaining payments and benefits to, the Executive, as specified 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 them herein. To the extent that severance payments 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 Executive of a release of claims, 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 employment. To 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 extent that any payment of such severance constitutes “nonqualified deferred compensation,” as a result for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60th) day following the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application termination 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 employment. The first such payment shall instead be payable on include payment of all amounts that otherwise would have been due prior thereto under the date that is terms of this Agreement had such payments commenced immediately upon the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathtermination of employment, and any payments made thereafter shall continue as provided herein.

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 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. 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 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. (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 is that This Agreement as well as payments and benefits under this Agreement comply with, or are intended to be exempt from, Code or to the extent subject thereto, to comply with Section 409A of the Code (“Section 409A”), and, accordingly, to the maximum extent permitted, this the Agreement shall be interpreted and administered accordinglyin accordance therewith. A termination of employment Notwithstanding anything contained herein to the contrary, Executive shall not be deemed considered to have occurred terminated employment with the Company for purposes of any provision of payments under this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that which are considered “nonqualified deferred compensation” under Code subject to Section 409A unless such termination is also until Executive has incurred a “separation from service” from the Company within the meaning of Code Section 409A and, 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of any such provision of Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid an accelerated or additional tax under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “Agreement during the six-month period immediately following Executive’s separation from service.” With respect service shall instead be paid on the first business day after the date that is six months following Executive’s separation from service (or, if earlier, Executive’s date of death). To the extent required to any reimbursement of expenses ofavoid an accelerated or additional tax under Section 409A, 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 amounts reimbursable to Executive shall be subject paid to Executive on or before the last day of the year following conditions: (1) the year in which the expense was incurred and the amount of expenses eligible for reimbursement or the amount of in-(and in kind benefits provided in to Executive) during one taxable year shall may not affect the expenses eligible for reimbursement amounts reimbursable or the amount of in-kind benefits provided in any other taxable subsequent year, except for . The Company makes no representation that any medical reimbursement arrangement providing or all of the payments described in this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. Executive shall be solely responsible 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 any taxes and penalties incurred under 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 (a) This Agreement is intended to comply with the provisions of Section 409A of the Parties is that payments and benefits under this Agreement comply withCode, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permittedpracticable, this Agreement shall be interpreted and administered accordinglyin a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. A Terms used in this Agreement shall have the meanings given such terms under Section 409A of the Code if, and to the extent required, in order to comply with Section 409A of the Code. (b) The payment schedules provided hereunder are intended to be exempt from or to comply with the requirements of Section 409A of the Code and shall be interpreted consistently therewith. (c) Any payments under Section 5 shall be made or shall commence only after the Executive has a “separation from service” with the Company, as defined under Section 409A of the Code and the guidance issued thereunder. (d) Notwithstanding anything to the contrary in this Agreement, to the extent required to avoid additional taxes and interest charged under Section 409A of the Code, if any of the Company’s stock is publicly traded and the Executive is deemed to be a “specified employee” as determined by the Company for purposes of Section 409A(a)(2)(B) of the Code, the Executive agrees that any non-qualified deferred compensation payments due to her under this Agreement in connection with a termination of employment that would otherwise have been payable at any time during the six (6)-month period immediately following such termination of employment shall not be deemed to have occurred paid prior to, and shall instead be payable in a lump sum on the first day of the seventh (7th) month following the Executive’s separation from service (or, if the Executive dies during such period, within 30 days after the Executive’s death). (e) Each payment of termination benefits under Section 5 of this Agreement, including, without limitation, each installment payment, shall be considered a separate payment, as described in Treasury Regulations Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any provision of payment under this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered constitutes “nonqualified deferred compensation” under Code subject to Section 409A unless such termination is also a “separation from service” within of the meaning of Code Code, except to the extent specifically permitted or required by Section 409A and, of the Code. (g) If the Executive is entitled to be paid or reimbursed 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, and such reimbursement of expenses payments or provision of in-kind benefits shall be subject to reimbursements are includible in the following conditions: (1) the expenses eligible for reimbursement or Executive’s federal gross taxable income, the amount of in-kind benefits provided such expenses reimbursable in any one taxable calendar year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided reimbursable 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) and the reimbursement of an eligible expense shall must be made no later than the end December 31 of the year after the year in which such the expense was incurred; and (3) . No right of the right Executive to reimbursement of expenses under Section 4 or in-kind benefits any other Section of this 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. . (h) 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 . (i) 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 subject to Section 409A 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 Code be subject to additional tax imposed pursuant offset, counterclaim or recoupment by any other amount payable to Code the Executive 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 deathCode.

Code Section 409A Compliance. The intent To the extent applicable, it is intended that this award and the Plan comply with the requirements of Section 409A of the Parties is Code and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. Any provision that payments and would cause the Plan or this award to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be retroactive to the extent permitted by Section 409A. Notwithstanding anything to the contrary in this Agreement, in no event will any Shares issuable pursuant to this award be issued later than March 15th of the calendar year following the calendar year in which corresponding portion of the award has vested. (a) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, that is designated under this Agreement as payable upon your Termination of Employment 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 payable only upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a your “separation from service” with the Company within the meaning of Code Section 409A and(a “Separation from Service”). (b) Notwithstanding anything in this Agreement to the contrary, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any such provision portion of this Agreement, as it relates the benefits 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 which you are entitled under this AgreementAgreement is required in order to avoid a prohibited distribution under Section 409A, 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) portion 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 Shares issuable to reimbursement or in-kind benefits you pursuant to this award shall not be subject provided to liquidation you prior to the earlier of (x) the expiration of the six-month period measured from the date of your Separation from Service with the Company or exchange for another benefit(y) the date of your death. For purposes Within thirty (30) days following the expiration of Code Section 409Athe applicable foregoing period, Executive’s all Shares deferred pursuant to the preceding sentence shall be issued to you (or your estate or beneficiaries), and any remaining Shares due to you under this Agreement shall be paid as otherwise provided herein. (c) Your right to receive any installment payments pursuant to under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payments. Whenever payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (d) Notwithstanding the foregoing, if a Change in Control would give rise to a payment or settlement event with respect to any payment or benefit 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,” the transaction or event constituting the Change in Control must also constitute a “change in control event” (as a result of defined in Treasury Regulation Section 1.409A-3(i)(5)) in order to give rise to 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 payment or settlement event for such payment shall instead be payable on or benefit, 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 by Section 409A.

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. 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 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 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. A “separation from service.” With respect shall not occur under Code Section 409A unless such Executive has completely severed his relationship with the Bank or the Executive has permanently decreased his services to twenty percent (20%) or less of the average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if the Executive has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. If the Executive 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 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 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 19(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 19(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 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 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 separate payment. In the event any payment payable upon termination of employment would be exempt from Code Section 409A under Treas. Reg. § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to receive a series the Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of separate and distinct payments. Whenever employment. (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 Bank. (g) Notwithstanding any of the provisions of this Agreement, the Bank 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 intent of Notwithstanding anything set forth in this Agreement to the Parties is that contrary, any payments and benefits under provided pursuant to 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 which constitute “nonqualified deferred compensation” under Code within the meaning of the Treasury Regulations issued pursuant to Section 409A unless such termination is also of the Internal Revenue Code (the “Code”) shall not commence until Executive has incurred a “separation from service” within (as such term is defined in the meaning Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of Code doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A andprovided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, 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 Treasury Regulation 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 409A1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payments pursuant to under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentspayment. Whenever a payment under Notwithstanding any provision to the contrary in this Agreement specifies a payment period with reference to a number of days Agreement, if Company (e.g.or, “within sixty (60) days following the date of termination”)if applicable, the actual date successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with Company constitute “deferred compensation” under Section 409A and Executive is, on Executive’s Separation From Service, a “specified employee” of payment within the specified period shall be within the sole discretion of the Company. If Executive Company or any successor entity thereto, as such term is a specified employee within the meaning of Code defined in Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Code, then, solely, to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments upon Executive’s separation from service, sooner than six Separation From Service shall be delayed until the earlier to occur of: (6a) 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 and one day after Executive’s “separation from service,” Separation From Service or (iib) the date of Executive’s deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with Company’s normal payroll practices and no interest will be due on any amounts so deferred.

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. 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 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 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. A “separation from service.” With respect shall not occur under Code Section 409A unless such Executive has completely severed his relationship with the Bank or the Executive has permanently decreased his services to 20% or less of the average level of bona fide services over the immediately preceding 36 month period (or the full period if the Executive has been providing services for less than 36 months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. If the Executive 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 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 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 21 (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 21, 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 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 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 Bank. (g) Notwithstanding any of the provisions of this Agreement, the Bank 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 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 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 ME1 15728518v.2 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 Notwithstanding anything set forth in this Agreement to the Parties is that contrary, any payments and benefits under provided pursuant to 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 which constitute “nonqualified deferred compensation” under Code within the meaning of the Treasury Regulations issued pursuant to Section 409A unless such termination is also of the Internal Revenue Code (the “Code”) shall not commence until Executive has incurred a “separation from service” within (as such term is defined in the meaning Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of Code doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A andprovided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of any such provision of this AgreementTreasury Regulation Section 1.409A 2(b)(2)(iii)), 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, 200437866 v5 Executive’s right to receive any installment payments pursuant to under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentspayment. Whenever a payment under Notwithstanding any provision to the contrary in this Agreement specifies a payment period with reference to a number of days Agreement, if Company (e.g.or, “within sixty (60) days following the date of termination”)if applicable, the actual date successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with Company constitute “deferred compensation” under Section 409A and Executive is, on Executive’s Separation From Service, a “specified employee” of payment within the specified period shall be within the sole discretion of the Company. If Executive Company or any successor entity thereto, as such term is a specified employee within the meaning of Code defined in Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Code, then, solely, to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments upon Executive’s separation from service, sooner than six Separation From Service shall be delayed until the earlier to occur of: (6a) 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 and one day after Executive’s “separation from service,” Separation From Service or (iib) the date of Executive’s deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with Company’s normal payroll practices and no interest will be due on any amounts so deferred.

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. The intent of the Parties This Agreement is that payments and benefits under this Agreement intended to comply with, or be exempt from, 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 or be exempt therefrom 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 (except as provided in clause (ii)(B) of this Section 5.6) 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 immediately 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 if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement 409A are not so exempt or compliant. Each payment payable hereunder shall be treated as a right to receive single 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 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 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. 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 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 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. A “separation from service.” With respect shall not occur under Code Section 409A unless the Executive has completely severed the Executive’s relationship with the Bank or the Executive has permanently decreased the Executive’s services to twenty percent (20%) or less of the average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if the Executive has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. If the Executive 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 (6) 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 such six (6) month delay period and then be reimbursed by the Bank thereafter 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 18(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 18(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 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 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 separate payment. In the event any payment payable upon termination of employment would be exempt from Code Section 409A under Treas. Reg. § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to receive a series the Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of separate and distinct payments. Whenever employment. (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”)) or a period of time following termination of employment, the actual date of payment within the specified period shall be within the sole discretion of the Company. If Bank and, if any specified period covers two calendar years, payment shall be made in the second calendar year. (g) Notwithstanding any of the provisions of this Agreement, the Executive is a specified employee within shall be solely liable, and the meaning of Code Section 409A(a)(2)(B)(i) and would receive Bank shall not be liable in any way to the Executive 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, 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 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 and the Operating Subsidiary make 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 Westell Companies be liable for any additional tax, interest or penalty that may be imposed on 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 Executive’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 severance payment payable to Executive under Section 3.3 shall be treated as a separate and distinct “payment” With respect to for purposes of Code Section 409A. Accordingly, any reimbursement such payments that would otherwise be payable (i) within 2- 1/2 months after the end of expenses ofthe Company’s taxable year containing Executive’s employment termination date, or (ii) within 2- 1/2 months after Executive’s taxable year containing Executive’s employment termination date, whichever occurs later (the “Short Term Deferral Period”), are exempt from Code Section 409A. Furthermore, any such payments paid after the Short Term Deferral Period are exempt from Code Section 409A as severance pay due to an involuntary separation from service to the extent that the sum of those payments is equal to or less than the maximum amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) (the “Involuntary Separation Amount”) because such payments are payable only upon Executive’s “involuntary” separation from service for purposes of Code Section 409A. Accordingly, the sum of (A) such payments that are paid within the Short Term Deferral Period and (B) such payments paid after the Short Term Deferral Period that do not exceed the Involuntary Separation Amount are exempt from Code Section 409A and, therefore, notwithstanding any provision of in-kind benefits tothe Plan to the contrary, if Executive is a “specified employee” (as defined in Code Section 409A), only those payments that are not otherwise exempt from Code Section 409A under clause (A) and (B) above and that would otherwise have been payable in the first six (6) months following Executive’s termination of employment will not be paid to Executive until the date that is six months after the date of Executive’s termination of employment (or, if earlier, 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 Executive under this Agreement. Thereafter, the Executive, as specified remainder of any such payments shall be payable in accordance with Section 3.3. (d) All expenses or other reimbursements to 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 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 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 . (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” and “Operating Subsidiary” shall mean the Company, the Operating Subsidiary, and all persons with whom the Company and the Operating Subsidiary would be considered a single employer under Code Section 414(b) or 414(c).

Code Section 409A Compliance. (i) 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, or be exempt from, 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 accordinglyto be in compliance therewith. A termination of employment In no event whatsoever shall not the Company 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 any provision of this Agreement providing for comply with Code Section 409A. (ii) Notwithstanding anything herein to the payment of any amounts or benefits upon or following contrary, (A) the Severance Benefits shall be paid only in connection with a termination of Executive’s employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also constitutes a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates and each reference to “nonqualified deferred compensationSeparation,” references to a “terminationdate of Separation,” “termination of employment,” or like terms such similar term shall be interpreted to mean a “separation from service.” With respect to any reimbursement and (B) if Executive is a “specified employee” as such term is defined under Code Section 409A, payment 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 Severance Benefits shall be delayed for a period of six (6) months following Executive’s separation of employment to the extent and up to an amount necessary to ensure such payments are not subject to the following conditions: (1) penalties and interest under Code Section 409A. If 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) payments are delayed as a result of the Code; previous sentence, then on the first business day following the end of such six (26) month period (or such earlier date upon which such amount can be paid under Code Section 409A without resulting in a prohibited distribution), the reimbursement Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such period. (iii) For purposes of an eligible expense compliance with Code Section 409A, (A) all expenses or other 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, (3B) the any right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. benefit and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, 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 . (v) Notwithstanding any other provision of this Agreement to the contrary, 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 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 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 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. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither Employee nor the Holding Company 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 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. A “separation from service.” With respect shall not occur under Code Section 409A unless such Employee has completely severed Employee’s relationship with the Bank and its affiliates (as determined under Code Section 409A) or Employee has permanently decreased Employee’s services to twenty percent (20%) or less of the average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if Employee has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. 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 required to be delayed under Code Section 409A, 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 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 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. 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 Employee’s termination to the date of payment. (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 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 separate payment. In the event any payment payable upon termination of employment would be exempt from Code Section 409A under Treas. Reg. § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to receive a series Employee that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of separate and distinct payments. Whenever employment. (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, neither the Holding Company nor the Bank shall 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 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, 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 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. (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 Employee 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 (iiA) Executivethe 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.death (the “Delay Period”). Upon the expiration of the Delay Period, all

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. 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. (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. A “separation from service.” With respect shall not occur under Code Section 409A unless such Executive has completely severed his relationship with the Company or the Executive has permanently decreased his services to twenty percent (20%) or less of the average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if the Executive has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. 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), 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 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 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 19(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 19(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 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 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 separate payment. In the event any payment payable upon termination of employment would be exempt from Code Section 409A under Treas. Reg. § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to receive a series the Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of separate and distinct payments. Whenever employment. (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 withwith Code Section 409A, and applicable guidance thereunder 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 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 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. A “separation from service.” With respect shall not occur under Code Section 409A unless such Executive has completely severed his relationship with the Bank, or the Executive has permanently decreased his services to 20% or less of the average level of bona fide services over the immediately preceding 36 month period (or the full period if the Executive has been providing services for less than 36 months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. If the Executive 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 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 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 20 (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 20, 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 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 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 Bank. (g) Notwithstanding any of the provisions of this Agreement, the Bank 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, with Section 409A of the 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 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. (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,Date of Termination” or “termination of employment,” or resignation or like terms references shall mean “separation from service.” With respect . A separation from service shall not occur under Code Section 409A unless Executive has completely severed his employment or contractor relationship with the Company or Executive has permanently decreased his services (via his employment relationship or his consulting relationship) to twenty percent (20%) or less of the average level of bona fide services over the immediately preceding thirty-six (36)-month period (or the full period if the Employee has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A (which is typically after six (6) months although the specific rules and exceptions in Code Section 409A shall apply). If 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), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6)- month period measured from the date of Executive’s separation from service or (ii) the date of Executive’s death. In the case of benefits required to be delayed under Code Section 409A, however, Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six (6) 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 (7th) month following the date of Executive’s separation from service or, if earlier, on the date of 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 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 8(c) of this Agreement, then interest shall be paid on the amount delayed calculated at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code from the date of Executive’s termination to the date of payment. (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. For purposes , 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 409A, Executive105(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 Company’s right to receive any installment payments pursuant to reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) Each payment under this Agreement shall be treated as a right to receive a series separate payment for purposes of separate and distinct payments. Whenever Code Section 409A. (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) The Company and Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) agree to cooperate in good faith to ensure compliance in form 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 operation with 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 extent Code Section 409A is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathapplicable under this Agreement.

Code Section 409A Compliance. The intent It is intended that the provisions of the Parties is that payments and benefits under this Agreement are either exempt from or comply withwith the terms and conditions of Code Section 409A, or be exempt from, and to the extent that the requirements of Code Section 409A andare applicable thereto, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. A termination of employment shall not construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. If under this Agreement, an amount is to be deemed to have occurred paid in two or more installments, for purposes of any provision of Code Section 409A, each installment shall be treated as a separate payment. If and to the extent required to comply with Section 409A, no payment or benefit required to be paid under this Agreement providing for the payment on account of any amounts or benefits upon or following a termination of the Executive’s employment that are considered “nonqualified deferred compensation” under Code Section 409A shall be made unless such termination is also and until the Executive incurs 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,” “409A. Executive shall have no duties following the termination of employment,” or like terms shall mean Executive’s employment with the Company that are inconsistent with Executive having had a “separation from service.” With respect within the meaning of Section 409A. If the Executive is a “specified employee” (as determined in accordance with Section 409A), then no payment or benefit that is payable on account of the Executive’s “separation from service”, as that term is defined for purposes of Section 409A, shall be made before the date that is six months after the Executive’s “separation from service” (or, if earlier, the date of the Executive’s death) if and to the extent that such payment or benefit constitutes deferred compensation under Section 409A and such deferral is required to comply with the requirements of Section 409A. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period. Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense, reimbursement of expenses of, or any provision of in-kind benefits to, benefit provided pursuant to this Section does not constitute a “deferral of compensation” within the Executive, as specified under this Agreement, such reimbursement meaning of expenses or provision of in-kind benefits shall be subject to Code Section 409A and the following conditionsregulations and other guidance thereunder: (1i) the amount of expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable to Executive during any calendar year shall will not affect the amount of expenses eligible for reimbursement or the amount of in-kind benefits provided to Executive 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; (2ii) the reimbursement of an eligible expense reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit and (iv) payment of any tax reimbursements or gross-ups under this Agreement must be made by no later than the end of the taxable year after of the Executive following the taxable year of the Executive 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 remits 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 deathrelated taxes.

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 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 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,” “Executive’s termination of employment,” or like terms employment shall mean be deemed to occur on the date that Executive incurs a “separation from Service” with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from service., Executive 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 payment of such Deferred Compensation shall commence on the first business day of the seventh month following Executive’s separation from Service and Company shall then pay Executive, as specified without interest, all such Deferred Compensation that would have otherwise been paid under this AgreementAgreement during the first six months following Executive’s separation from service had Executive not been a specified Executive. Thereafter, such 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 Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be subject made to 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 Executive to any additional tax or interest under Code Section 409A, Executive’s right then Company shall reform such provision; provided that 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 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 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 and the Operating Subsidiary make 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 Westell Companies be liable for any additional tax, interest or penalty that may be imposed on 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 Executive’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 severance payment payable to Executive under Section 3.3 or 3.4, as applicable, shall be treated as a separate and distinct “payment” With respect to for purposes of Code Section 409A. Accordingly, any reimbursement such payments that would otherwise be payable (i) within 2-½ months after the end of expenses ofthe Company’s taxable year containing Executive’s employment termination date, or (ii) within 2-½ months after Executive’s taxable year containing Executive’s employment termination date, whichever occurs later (the “Short Term Deferral Period”), are exempt from Code Section 409A. Furthermore, any such payments paid after the Short Term Deferral Period are exempt from Code Section 409A as severance pay due to an involuntary separation from service to the extent that the sum of those payments is equal to or less than the maximum amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) (the “Involuntary Separation Amount”) because such payments are payable only upon Executive’s “involuntary” separation from service for purposes of Code Section 409A. Accordingly, the sum of (A) such payments that are paid within the Short Term Deferral Period and (B) such payments paid after the Short Term Deferral Period that do not exceed the Involuntary Separation Amount are exempt from Code Section 409A and, therefore, notwithstanding any provision of in-kind benefits tothe Plan to the contrary, if Executive is a “specified employee” (as defined in Code Section 409A), only those payments that are not otherwise exempt from Code Section 409A under clause (A) and (B) above and that would otherwise have been payable in the first six (6) months following Executive’s termination of employment will not be paid to Executive until the date that is six months after the date of Executive’s termination of employment (or, if earlier, 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 Executive under this Agreement. Thereafter, the Executiveremainder of any such payments shall be payable in accordance with Section 3.3 or 3.4, as specified applicable. (d) All expenses or other reimbursements to 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 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 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 . (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” and “Operating Subsidiary” shall mean the Company, the Operating Subsidiary, and all persons with whom the Company and the Operating Subsidiary 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 Section 409A of the 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 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. (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,Date of Termination” or “termination of employment,” or resignation or like terms references shall mean “separation from service.” With respect . A separation from service shall not occur under Code Section 409A unless Executive has completely severed his employment or contractor relationship with the Company or Executive has permanently decreased his services (via his employment relationship or his consulting relationship) to twenty percent (20%) or less of the average level of bona fide services over the immediately preceding thirty-six (36)-month period (or the full period if Executive has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A (which is typically after six (6) months although the specific rules and exceptions in Code Section 409A shall apply). If 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), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of Executive’s separation from service or (ii) the date of Executive’s death. In the case of benefits required to be delayed under Code Section 409A, however, Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six (6) 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 (7th) month following the date of Executive’s separation from service or, if earlier, on the date of 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 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 8(c) of this Agreement, then interest shall be paid on the amount delayed calculated at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code from the date of Executive’s termination to the date of payment. (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. For purposes , 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 409A, Executive105(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 Company’s right to receive any installment payments pursuant to reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) Each payment under this Agreement shall be treated as a right separate payment for purposes of Code Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of a payment under this Agreement. Notwithstanding any provision of this Agreement to receive the contrary, in no event shall the timing of Executive’s execution of the Release, directly or indirectly, result in Executive designating the calendar year of payment of any amounts of deferred compensation subject to Code Section 409A, and if a series payment that is subject to execution of separate and distinct payments. Whenever the Release could be made in more than one taxable year, payment shall be made in the later taxable year if required by Code Section 409A. (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 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 the meaning timing of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as compensation is based on a result Change in Control, if and to the extent required by Section 409A of the Executive’s separation from serviceCode, sooner than six such payment shall be made on a Change in Control that is a “change in control event” for purposes of Section 409A of the Code or such other earliest permissible date under Section 409A of the Code. (6g) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject The Company and Executive agree to additional tax imposed pursuant cooperate in good faith to ensure compliance in form and operation with 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 extent Code Section 409A is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathapplicable under this Agreement.

Code Section 409A Compliance. The intent of (a) 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 from, from the definition of “nonqualified deferred compensation” under section 409A of the Code (“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 accordingly. A termination to the extent possible in a manner consistent with the foregoing statement of employment shall not be deemed intent. (b) Notwithstanding anything in this Agreement or elsewhere to have occurred the contrary, for purposes of any provision of this Agreement providing for determining the payment date of any amounts or benefits upon or following that are treated as nonqualified deferred compensation under Section 409A of the Code that become payable under this Agreement in connection with a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also employment, the Date of Termination shall be the 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 IRS guidance under Code section 409A. (c) 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)) on the Executive’s Date of Termination and would receive (B) commencement of any payment of “nonqualified deferred compensation,” as a result of payments or other benefits payable under this Agreement in connection with the Executive’s separation from service, sooner than six including without limitation, payment of any of the payments on the scheduled payment dates specified in Section 3, will subject the Executive to an “additional tax” under Section 409A(a)(1)(B) (6) months after 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 Date of Termination or, if earlier, the date of the Executive’s death (the “separation from service” that, absent Delayed Payment Date”). In the application of event that this Section 2410(c) requires any payments to be withheld, would such withheld payments shall be subject to additional tax imposed pursuant to Code accumulated and paid in a single lump sum, with interest at the applicable federal rate provided in section 7872(f)(2) of the Code, on the Delayed Payment Date. (d) In each case where this Agreement provides for the payment of an amount that constitutes nonqualified deferred compensation under Section 409A as to be made to the Executive within a result designated period (e.g., within 30 days after the Date of Termination) and such status as a specified employeeperiod begins and ends in different calendar years, then the exact payment date within such range shall 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 instead be payable on made. (e) The Company and the date that 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. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathsame agreement.

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 Notwithstanding any other provision of this Agreement providing to the contrary, if the Executive is a "specified employee" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations issued thereunder, and a payment or benefit provided for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” in this Agreement would be subject to additional tax under Code Section 409A unless if such termination payment or benefit is also a “paid within six months after the Executive’s "separation from service” " (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following the Executive’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A andshall instead be paid to the Executive in a lump-sum cash payment, for purposes without interest, on the earlier of any such provision (i) the first business day of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “the seventh month following the Executive’s separation from service or (ii) the 10th business day following the Executive’s death. If the Executive’s termination of employment,” or like terms shall mean “employment hereunder does not constitute a "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 409A, then any payment amounts payable hereunder on account of “nonqualified deferred compensation,” as a result termination 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 employment and which are subject to additional tax imposed pursuant to Code Section 409A as shall not be paid until the Executive has experienced 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) " within the meaning of Code Section 409A. In addition, the Executive’s deathright to reimbursement under this Agreement may not be liquidated or exchanged for any other benefit and no reimbursement under this Agreement may occur later than the last day of the calendar year immediately following the calendar year in which such expenses were 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 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 Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) In the event that any provision of this Agreement is determined by the Company or the Executive to not comply with Code Section 409A, the Company shall fully cooperate with Executive to reform this Agreement to correct such noncompliance to the extent permitted under any guidance, procedure, or method promulgated by the Internal Revenue Service now or in the future that provides for such correction as a means to avoid or mitigate any taxes, interest, or penalties that would otherwise be incurred by Executive on account of such noncompliance. (c) 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.” " (d) Notwithstanding any other payment date or 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," to the extent required under Code Section 409A 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 Executive's death (the "Delay Period"). Upon the expiration of the Delay Period, all payments delayed pursuant to the preceding sentence shall be paid to Executive in a lump sum; and (ii) To the extent that any benefits to be provided during the Delay Period are considered deferred compensation under this AgreementCode Section 409A provided on account of a "separation from service," and such benefits are not otherwise exempt from Code Section 409A, Executive shall pay the cost of such reimbursement benefits during the Delay Period, and the Company shall reimburse Executive (to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to 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. (e) Notwithstanding any other provision of this Agreement to the following conditions: (1) the expenses eligible contrary, in no event shall any payment under this Agreement that constitutes "deferred compensation" 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 409A409A be subject to offset, Executive’s right counterclaim or recoupment by any other amount payable to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Executive unless otherwise permitted by Code Section 409A. (f) Whenever a payment under provision of 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 such 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 Notwithstanding anything set forth in this Agreement to the Parties is that contrary, any payments and benefits under provided pursuant to 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 which constitute “nonqualified deferred compensation” under Code within the meaning of the Treasury Regulations issued pursuant to Section 409A unless such termination is also shall not commence until Executive has incurred a “separation from service” within (as such term is defined in the meaning Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of Code doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A andprovided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, 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 Treasury Regulation 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 409A1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payments pursuant to under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentspayment. Whenever a payment under Notwithstanding any provision to the contrary in this Agreement specifies a payment period with reference to a number of days Agreement, if the Company (e.g.or, “within sixty (60) days following the date of termination”)if applicable, the actual date of payment within successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with the Company constitute “deferred compensation” under Section 409A and Executive is, on Executive’s Separation From Service, a “specified period shall be within the sole discretion employee” of the Company. If Executive Company or any successor entity thereto, as such term is a specified employee within the meaning of Code defined in Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Code, then, solely, to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments upon Executive’s separation from service, sooner than six Separation From Service shall be delayed until the earlier to occur of: (6a) 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 and one day after Executive’s “separation from service,” Separation From Service or (iib) the date of Executive’s death.death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. If the period of time Executive has to execute the Release “crosses over” two

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 Executive notifies the Company (with specificity as to the reason therefore) that 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 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 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 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 Executive, and (B) thirty (30) days from the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 17 (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 without interest on the first business day following 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 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 for in this Agreement shall be made in any event no later than the end of the calendar year immediately following the calendar year in which 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, 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 (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 accordingly. A to the extent possible in a manner consistent with the foregoing statement of intent. (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 of the Code that become payable under this Agreement in connection with a termination of employment, the date that the Employee 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 Employee 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 IRS guidance under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: Code section 409A. (1iii) 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 each salary continuation payment payable under Section 8(d) shall be treated as constitute 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 payment” within the meaning of Code Treasury Regulation Section 409A(a)(2)(B)(i1.409A-2(b)(2). (iv) and would receive any payment Notwithstanding anything in this Agreement or elsewhere to the contrary, if the Company reasonably determines that (A) the Employee is a “specified employee” (within the meaning of “nonqualified deferred compensation,” as a result Treasury Regulation Section 1.409A-1(i)) on the date of the Executive’s separation from service, sooner than six (6) months after ExecutiveEmployee’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 Employee’s separation from service on the scheduled payment dates specified in Sections 8(c) through (e), absent will subject the application Employee 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 Employee’s separation from service or, if earlier, the date of the Employee’s death (the “Delayed Payment Date”). In the event that this Section 248(g)(iv) requires any payments to be withheld, would such withheld payments shall be accumulated and paid in a single lump sum, without interest, on the Delayed Payment Date. (v) 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 Employee 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 additional tax imposed pursuant Section 8(g)(iv) above, be determined by the Company, in its sole discretion, and the Employee shall have no right to Code designate the year in which the payment shall be made. (vi) The Company and the Employee may agree to take other actions to avoid the imposition of a Section 409A Tax at such time and in such manner as a result permitted under Section 409A. (vii) Notwithstanding anything herein to the contrary, the Employee expressly agrees and acknowledges that in the event that any Section 409A Tax is imposed in respect of any compensation or benefits payable to the Employee, whether under this Agreement or otherwise, then (A) the payment of such status Section 409A Tax shall be solely the Employee’s responsibility, (B) neither the Company, its affiliated entities nor any of their respective past or present directors, officers, employees or agents shall have any liability for any such Section 409A Tax, and (C) the Employee shall indemnify and hold harmless, to the greatest extent permitted under law, each of the foregoing from and against any claims or liabilities that may arise in respect of any such Section 409A Tax.” 5. The Original Agreement is and shall continue in full force and effect, except as a specified employeeamended by this Second Amendment, then such payment and except that all references in the Original Agreement to the “Agreement” or words of like import referring to the Original Agreement shall instead mean the Original Agreement as amended by this Second Amendment. 6. Any and all capitalized terms which are not explicitly defined herein shall have the meaning ascribed to them in the Original Agreement. 7. This Second Amendment may be payable signed in counterpart originals, which collectively shall have the same legal effect as if all signatures appeared on the date that is same physical document. This Second Amendment may be signed and exchanged by electronic or facsimile transmission, with the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathsame legal effect as if the signatures had appeared in original handwriting on the same physical document.

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, 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. 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. 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. 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 or IBC LLC 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 intent of (a) Notwithstanding anything set forth in this Agreement to the Parties is that contrary, any payments and benefits under provided pursuant to 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 which constitute “nonqualified deferred compensation” under Code within the meaning of the Treasury Regulations issued pursuant to Section 409A unless such termination is also shall not commence until Executive has incurred a “separation from service” within (as such term is defined in the meaning Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) For the avoidance of Code doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A andprovided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, 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 Treasury Regulation 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 409A1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payments pursuant to under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentspayment. Whenever a payment under Notwithstanding any provision to the contrary in this Agreement specifies a payment period with reference to a number of days Agreement, if the Company (e.g.or, “within sixty (60) days following the date of termination”)if applicable, the actual date of payment within successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with the Company constitute “deferred compensation” under Section 409A and Executive is, on Executive’s Separation From Service, a “specified period shall be within the sole discretion employee” of the Company. If Executive Company or any successor entity thereto, as such term is a specified employee within the meaning of Code defined in Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Code, then, solely, to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments upon Executive’s separation from service, sooner than six Separation From Service shall be delayed until the earlier to occur of: (6a) 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 and one day after Executive’s “separation from service,” Separation From Service or (iib) the date of Executive’s deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this Section 9(b), and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) None of the Severance Benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices and no interest will be due on any amounts so deferred.