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 Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. 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.

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement 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 to be in compliance therewith. To the extent that any payment or benefit described provision hereof is modified in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails order to comply with Code Section 409A or fails 409A, such modification shall be made in good faith and shall, to satisfy an intended exemption from the maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive Employee by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment 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, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding any other payment schedule provided herein to the contrary, if Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment 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 such “separation from service” of Employee, and (ii) the date of Employee’s death to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to Employee in a lump-sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) To the extent that severance payments pursuant to this Agreement are conditioned upon the execution and delivery by Employee of a release of claims, Employee shall forfeit all rights to such payments unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of Employee’s termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: (i) To the extent that any such severance payment to be provided is not “nonqualified deferred compensation” for purposes of Code Section 409A, then such payment shall commence upon the first scheduled payment date immediately following the date that the release is executed, delivered and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Employee’s termination of employment, and any payments made thereafter shall continue as provided herein. (ii) To the extent that any such cash payment to be provided is “nonqualified deferred compensation” for purposes of Code Section 409A, then such payment shall be made or commence upon the sixtieth (60th) day following Employee’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Employee’s termination of employment, and any payments made thereafter shall continue as provided herein. (e) For purposes of compliance with Code Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (ii) any 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. (f) For purposes of Code Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (g) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (h) Unless this Agreement provides a specified and objectively determinable payment schedule to the contrary, to the extent that any payment of base salary or other compensation is to be paid for a specified continuing period of time beyond the date of Employee’s termination of employment in accordance with the Company’s payroll practices (or other similar term), the payments of such base salary or other compensation shall be made upon such schedule as in effect upon the date of termination, but no less frequently than monthly.” SECOND: Except as specifically modified herein, the Agreement shall remain in full force and effect in accordance with all of the terms and conditions thereof.

Code Section 409A Compliance. The intent of the parties is that payments and benefits under this Agreement either be exempt from or comply with Code Section 409A and the regulations Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To Notwithstanding any other provision of this Agreement, if the extent that any payment or benefit described in this Agreement constitutes Employment Agreements Amount is determined to constitute “non-qualified nonqualified deferred compensation” under Code within the meaning of Section 409A (or and the Executive is intended determined to qualify for an exemption under Code be a “specified employee” as defined in Section 409A) and such payment or benefit is payable upon 409A(a)(2)(b)(i), then the Employment Agreements Amount shall not be paid until the first payroll date to occur following the six-month anniversary of the Executive’s termination of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, or termination of this Agreement, then Seller Bank make any representations or warranties that the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in payments provided under this Agreement will comply with, or are exempt from, Section 409A, and in no event shall any of Buyer, Buyer Bank, Seller, or Seller Bank be deemed to mean a “separation from service,” as defined liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with Code Section 409A and corresponding Treasury regulations. Additionallythe following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to the extent that be provided, in any reimbursements under this Agreement are subject to the provisions other calendar year, (ii) any reimbursement of Section 409A of the Code, any such reimbursements payable to Executive will an eligible expense shall be paid to the Executive no later than December 31 on or before the last day of the calendar year following the calendar year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in and (iii) any subsequent year, and Executive’s right to reimbursement reimbursements or in-kind benefits under this the Agreement will shall not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. 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..

Code Section 409A Compliance. The intent of Board intends that any Inducement Awards under the parties is that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Inducement Award Agreement shall be interpreted to be administered, interpreted, and construed in compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is a manner intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance comply with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), the regulations issued thereunder or any exceptions thereto (or disregarded to the extent such provisions cannot be so administered, interpreted, or construed). If the Committee determines that an Inducement Award, Inducement Award Agreement, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the provisions of the Inducement Award Agreement would, if undertaken, cause the Grantee to become subject to additional taxes pursuant to Section 409A, unless the Committee expressly determines otherwise, such grant of Inducement Award, payment, distribution, deferral election, transaction or other action or arrangement shall not be undertaken and the related provisions of the Inducement Award Agreement and/or Inducement Award Agreement will be amended or deemed modified in as close a manner as possible to give effect to the original terms of the Inducement Award, or, only if necessary because a modification or deemed modification would not be reasonably effective in avoiding the additional income tax under Section 409A(a)(1)(B) of the Code, rescinded in order to comply with the requirements of Section 409A to the extent determined by the Committee without the consent of or notice to the Grantee. Notwithstanding the foregoing, with respect to any such reimbursements payable Inducement Award intended by the Committee to Executive will be exempt from the requirements of Section 409A which is to be paid to Executive out when vested, such payment shall be made as soon as administratively feasible after the Inducement Award becomes vested, but in no event shall such payment be made later than December 31 2-1/2 months after the end of the year following the calendar year in which the expense was incurred, Inducement Award became vested unless (a) deferred pursuant to Section 5.5 otherwise permitted under the amount exemption provisions of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. 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.

Code Section 409A Compliance. The intent 11.1 This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the parties is that payments Internal Revenue Code of 1986 as amended, and benefits under this Agreement comply with Code Section 409A and the any regulations and Treasury guidance promulgated thereunder and(collectively, accordingly, “Section 409A of the Code”). 11.2 Company and Executive agree that they will execute any and all amendments to the maximum extent permitted, this Agreement shall as they mutually agree in good faith may be interpreted necessary to be in ensure compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code. 11.3 The preceding provisions, however, shall not be construed as a guarantee by Company of any such reimbursements payable particular tax effect to Executive will under this Agreement. No Company Group Member shall be paid liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 11.4 For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. 11.5 With respect to any reimbursement of expenses or any provision of in-kind benefits to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (ii) 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 arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made no later than December 31 the end of the year following the year in which the such expense was incurred, ; and (iii) the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will or in-kind benefits shall not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of . 11.6 Notwithstanding anything in this Agreement fails to comply with Code the contrary, if a payment obligation arises on account of Executive’s separation from service while Executive is a “specified employee” as described in Section 409A of the Code and the Treasury Regulations thereunder and as determined by Company in accordance with its procedures, by which determination Executive is bound, any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be made on the first (1st) business day of the seventh (7th) month following the date of Executive’s separation from service, or, if earlier, within fifteen (15) days after the appointment of the personal representative or fails to satisfy an intended exemption from Code Section 409A. 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.executor of Executive’s estate following Executive’s death.

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with 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 to be in compliance therewith. If the Executive notifies the Company (with specificity as to the reason therefor) that the Executive believes that any provision of 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 Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with the Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any payment or 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 described in to the Executive and 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 constitutes providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “non-qualified 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, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” 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 (or is intended to qualify for an exemption and not otherwise exempt under Code Section 409A) and such payment or benefit is payable upon Executive’s termination on account of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined 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) 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 25 (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 without interest, 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 or in-kind benefits, except as permitted by Code Section 409A and corresponding Treasury regulations. Additionally409A, to (i) the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will or in-kind benefits shall not be subject to liquidation or exchange for another benefit. The Company makes no representation , (ii) the amount of expenses eligible for reimbursement, or warranty and will have no liability in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to Executive or be provided, in any other person with respect taxable year, provided that the foregoing clause (ii) shall not be violated without regard to whether expenses reimbursed under any provision 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. 2947062.v11 (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement fails shall be treated as a right to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. receive a series of separate and distinct payments. In no event whatsoever may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. In no event shall the Company timing of Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be liable for any additional taxmade in more than one taxable year, interest or penalty that may payment shall be imposed on Executive by Code Section 409A.made in the later taxable year.

Code Section 409A Compliance. The intent This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. The parties intend that the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the Executive is subject to the requirements of section 409A of the Code, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” subject to the requirements of section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations or warranty that the payments and benefits provided under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. In no event whatsoever shall the Company be liable for all or any additional taxportion of any taxes, penalties, interest or penalty other expenses that may be imposed incurred by the Executive on Executive by Code account of non-compliance with Section 409A.

Code Section 409A Compliance. The Notwithstanding any provision of this Agreement to the contrary: (a) If and to the extent any payment or benefits under this Agreement are otherwise subject to the requirements of Code Section 409A, the intent of the parties is that payments such payment and benefits under this Agreement shall comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted interpreted, and such 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 payment or benefit described provision hereof is modified in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended order to qualify for an exemption under comply with Code Section 409A) , such modification shall be made in good faith and such payment 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 benefit is payable upon Executive’s termination all of employment the payments or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in benefits provided under this Agreement will be deemed to mean a “separation exempt from service,” as defined in accordance or comply with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability undertaking to Executive or any other person with respect to whether any provision of this Agreement fails to comply with preclude Code Section 409A from applying to any such payments or fails to satisfy an intended exemption from Code Section 409A. 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 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, 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” for purposes of Code Section 409A and, further, except with respect to the payment described in paragraph 4(h), 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 such payment is determined to be subject to Code Section 409A and is otherwise payable upon the Executive’s termination of employment, in the event the Executive is a “specified employee” (as defined in Code Section 409A), any such 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, 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 or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (e) Whenever a payment under this Agreement specifies a period within which such payment may be made, the actual date of payment within the specified period shall be within the sole discretion of the Company. (f) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise. (g) To the extent required under Code Section 409A, (i) any reference herein to the term “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) any 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 is that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any payment or benefit described in this under the Employment Agreement constitutes a “non-qualified deferred deferral of compensation” subject to Code Section 409A, then, notwithstanding anything in the Employment Agreement to the contrary, such payments or benefits that are to be paid upon the Employee’s termination of employment shall not be paid to the Employee until the Employee has experienced a “separation from service” as defined in Code Section 409A from the Company or an affiliate who is treated as the employer under Code Section 409A (collectively the “Company”). If under this Agreement, an amount is to be paid in two or is intended to qualify more installments, for an exemption under purposes of Code Section 409A) and such payment , each installment shall be treated as a separate payment. With regard to any provision herein that provides for reimbursement of expenses or benefit is payable upon Executive’s termination of employment or termination of this Agreementin-kind benefits, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” except as defined in accordance with permitted by Code Section 409A and corresponding Treasury regulations. Additionally409A, to (i) the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will or in-kind benefits 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 (except as otherwise allowed under Code Section 409A). All such 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. The provisions of the Employment Agreement governing any payment or benefit constituting a “deferral of compensation” shall be interpreted and operated consistently with the requirements of Code Section 409A. The Company makes no representation shall not be liable to the Employee if any payment or warranty benefit which is to be provided pursuant to the Employment Agreement and will have no liability which is considered deferred compensation subject to Executive or any other person with respect to whether any provision of this Agreement Code Section 409A otherwise fails to comply with Code Section 409A with, or fails to satisfy an intended exemption from Code Section 409A. In no event whatsoever shall be exempt from, the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by requirements of Code Section 409A.

Code Section 409A Compliance. The intent This Agreement is intended to comply with Section 409A of the Code (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. The parties intend that the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under Section 409A. If a payment under this Agreement to the Executive is subject to the requirements of Section 409A, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under Section 409A and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” subject to the requirements of Section 409A. Notwithstanding the foregoing, the Company makes no representations or warranty that the payments and benefits provided under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. In no event whatsoever shall the Company be liable for all or any additional taxportion of any taxes, penalties, interest or penalty other expenses that may be imposed incurred by the Executive on Executive by Code account of non-compliance with Section 409A.

Code Section 409A Compliance. The intent 11.1 This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the parties is that payments Internal Revenue Code of 1986 as amended, and benefits under this Agreement comply with Code Section 409A and the any regulations and Treasury guidance promulgated thereunder and(collectively, accordingly, “Section 409A of the Code”). 11.2 The Company and Executive agree that they will execute any and all amendments to the maximum extent permitted, this Agreement shall as they mutually agree in good faith may be interpreted necessary to be in ensure compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code. 11.3 The preceding provisions, however, shall not be construed as a guarantee by the Company of any such reimbursements payable particular tax effect to Executive will under this Agreement. No Company Group Member shall be paid liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 11.4 For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. 11.5 With respect to any reimbursement of expenses or any provision of in-kind benefits to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (ii) 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 arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made no later than December 31 the end of the year following the year in which the such expense was incurred, ; and (iii) the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will or in-kind benefits shall not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of . 11.6 Notwithstanding anything in this Agreement fails to comply with Code the contrary, if a payment obligation arises on account of Executive’s separation from service while Executive is a “specified employee” as described in Section 409A or fails to satisfy an intended exemption from of the Code Section 409A. In no event whatsoever shall 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 the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be liable for any additional taxmade on the first (1st) business day of the seventh (7th) month following the date of Executive’s separation from service, interest or, if earlier, within fifteen (15) days after the appointment of the personal representative or penalty that may be imposed on Executive by Code Section 409A.executor of Executive’s estate following Executive’s death.

Code Section 409A Compliance. The intent 11.1 This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the parties is that payments Internal Revenue Code of 1986 as amended, and benefits under this Agreement comply with Code Section 409A and the any regulations and Treasury guidance promulgated thereunder and(collectively, accordingly, “Section 409A of the Code”). 11.2 The Company and Executive agree that they will execute any and all amendments to the maximum extent permitted, this Agreement shall as they mutually agree in good faith may be interpreted necessary to be in ensure compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code. 11.3 The preceding provisions, however, shall not be construed as a guarantee by the Company of any such reimbursements payable particular tax effect to Executive will under this Agreement. No Company Group Member shall be paid liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 11.4 For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. 11.5 With respect to any reimbursement of expenses or any provision of in-kind benefits to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (ii) 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 arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made no later than December 31 the end of the year following the year in which the such expense was incurred, ; and (iii) the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will or in-kind benefits shall not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of . 11.6 Notwithstanding anything in this Agreement fails to comply with Code the contrary, if a payment obligation arises on account of Executive’s separation from service while Executive is a “specified employee” as described in Section 409A or fails to satisfy an intended exemption from of the Code Section 409A. In no event whatsoever shall 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 the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be liable for any additional taxmade on the first (1st) business day of the seventh (7th) month following the date of Executive’s separation from service, interest or penalty that may be imposed on Executive by Code Section 409A.or, if earlier, within fifteen

Code Section 409A Compliance. The intent (a) To the fullest extent applicable, amounts and other benefits payable under this Agreement, and amounts and benefits payable under any other agreements or plans referenced in this Agreement, are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the parties is that payments and benefits Code in accordance with one or more of the exemptions available under the final Treasury regulations promulgated under Section 409A. In this Agreement comply with Code regard, each payment under Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, 6(b) of this Agreement shall be interpreted to be in compliance therewith. deemed a separate payment for purposes of Code Section 409A. To the extent that any payment such amount or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code is or becomes subject to Section 409A (or is intended due to a failure to qualify for an exemption under 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 to the extent possible in a manner consistent with the foregoing statement of intent, and any ambiguity as to its compliance with Section 409A will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. (b) Notwithstanding anything in this Agreement or elsewhere to the contrary, if the Executive is a “specified employee” as determined by the Compensation Committee on the date of “separation from service” (as such terms are defined for purposes of Code Section 409A), and the Company reasonably determines that any amount or other benefit payable under this Agreement on account of such separation from service constitutes nonqualified deferred compensation that will subject the Executive to “additional tax” under Section 409A(a)(1)(B) and of the Code (together with any interest or penalties imposed with respect to, or in connection with, such tax, a “409A Tax”) with respect to the payment of such amount or the provision of such benefit is payable upon Executive’s termination of employment if paid or termination of this provided at the time specified in the Agreement, then the phrase payment or provision thereof shall be postponed to the first business day of the seventh month following the date of termination or, if earlier, the date of the Executive’s death (the “Delayed Payment Date”). The Executive and the Company may agree to take other actions to avoid the imposition of a 409A Tax at such time and in such manner as permitted under Section 409A. In the event that this Section 8 requires a delay of any payment, such payment shall be accumulated and paid in a single lump sum on the Delayed Payment Date, 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. In addition, the provisions of this Agreement which require the commencement of payments subject to Section 409A upon a termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will employment shall be deemed interpreted to mean require that the Executive have a “separation from service,” with the Company as defined in accordance with for purposes of Code Section 409A 409A. (c) To the extent the Company is required pursuant to this Agreement to reimburse fees or expenses incurred by the Executive, and corresponding Treasury regulationssuch reimbursement is taxable as compensation to the Executive, the Company shall reimburse any such eligible fees or expenses no later than 2 1/2 months after the end of the calendar year in which the fees or expenses were incurred (or if later, 2 1/2 months after the end of the Company’s taxable year in which the fees or expenses were incurred), subject to any earlier required deadline for payment otherwise applicable under this Agreement. AdditionallyExcept as otherwise expressly provided herein, to the extent that any reimbursements expense reimbursement or the provision of any in-kind benefit under this Agreement are is determined to be subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of any such expenses eligible for reimbursement, or the expenses reimbursed provision of any in-kind benefit, in one calendar year will shall not affect the amount expenses eligible for reimbursement in any subsequent yearother taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and Executive’s in no event shall any right to reimbursement under this Agreement will not or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. . (d) The Company makes no representation or warranty provisions of this Section 8 shall also apply to all payments and will have no liability to Executive or any other person with respect to whether benefits that may be provided under the Change in Control Agreement, notwithstanding any provision to the contrary contained therein, if required in order to comply with Section 409A. In addition to the provisions set forth in subsections (a) through (c) above: (i) the cash severance payable under the Change in Control Agreement shall be paid at the same time and in the same form provided under this Agreement for severance payable under Section 6(b) (that is, in installments over twenty-four (24) months rather than a lump sum) unless the Executive’s separation from service occurs within twelve (12) months following the effective date of the closing of the Change in Control and the Change in Control qualifies as a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5); (ii) if the Executive’s separation from service does occur within twelve (12) months following the effective date of the closing of the Change in Control and the Change in Control qualifies as a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5), then the cash severance payable to the Executive under Section 1(b)(1) of the Change in Control Agreement shall be paid on the sixtieth (60th) day following his separation from service (subject to Section 8(b)) provided the Executive has fulfilled the conditions for payment of the cash severance under the Change in Control Agreement (including that the Release of Claims as defined therein shall have become effective) on or before such date (and shall not be paid otherwise); and (iii) any reimbursement of taxes required to be made by the Company under the Change in Control Agreement shall be made by the end of the calendar year next following the calendar year in which the Executive remits the related taxes. If the payment of cash severance has commenced pursuant to Section 6(b)(1) of this Agreement fails before the occurrence of a Change in Control that results in the Executive’s eligibility for severance benefits under the Change in Control Agreement, then the payment of cash severance shall be governed by the Change in Control Agreement rather than Section 6(b)(1) of this Agreement, and any adjustment to comply with Code Section 409A reflect an underpayment or fails overpayment of the amount that otherwise would have been due before the Change in Control pursuant to satisfy an intended exemption from Code Section 409A. In no event whatsoever the Change in Control Agreement shall be applied to the Company be liable for any additional taxfirst installment due after the Change in Control Agreement, interest or penalty that may be imposed on Executive by Code Section 409A.proceeding in chronological order thereafter as necessary.

Code Section 409A Compliance. The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination For purposes of this Agreement, then the phrase “a termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement employment will be deemed determined consistent with the rules relating to mean a “separation from service,” as defined in accordance with Code Section 409A of the Code and corresponding Treasury regulationsthe regulations thereunder (“Section 409A”). AdditionallyThe Parties intend that this Agreement, to the extent possible, will be administered in accordance with Section 409A and the Treasury Regulations and other applicable regulatory guidance issued thereunder, and will be interpreted in a manner so that any reimbursements no payments made to Executive under this Agreement constitute a deferral of compensation or, if so, will constitute a deferral for which the payment and other terms are subject to the provisions of compliant with Section 409A so as to avoid imposition of the Code, any such reimbursements payable additional tax to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Section 409A. Company makes no representation or warranty as to compliance with Section 409A and will shall have no liability to the Executive or any other person for any adverse consequences arising under Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with respect Executive’s termination of employment constitute deferred compensation subject to whether any provision Section 409A, and Executive is deemed at the time of such termination of employment to be a “specified Executive” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Executive’s separation from service from Company or (ii) the date of Executive’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the application of this Agreement fails to comply provision, and the balance of the installments (if any) will be payable in accordance with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. 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.their original schedule.

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with 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 to be in compliance therewith. If the Executive notifies the Company (with specificity as to the reason therefor) that the Executive believes that any provision of 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 Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with the Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any payment or 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 described in to the Executive and 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 constitutes providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “non-qualified nonqualified deferred compensation” under Code Section 409A (or unless such termination is intended to qualify for an exemption under also a “separation from service” within the meaning of Code Section 409A) and 409A and, for purposes of any such payment or benefit is payable upon Executive’s termination of employment or termination provision of this Agreement, then the phrase references to a “termination of employmenttermination,” “termination of this Agreementemployment” and other similar phrases in this Agreement will be deemed to or like terms shall mean a “separation from service,.” as defined in accordance with 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 and corresponding Treasury regulations. Additionally409A(a)(2)(B), to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. 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.then

Code Section 409A Compliance. The It is Company’s intent of the parties is that payments and benefits amounts paid under this Agreement comply with generally shall not constitute “deferred compensation” as that term is defined under Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A 409A”), and the regulations and guidance promulgated thereunder andthereunder, accordingly, to because the maximum extent permitted, amounts paid under this Agreement shall be interpreted are structured to be in compliance therewith. comply with either the “short-term deferral” exception or other applicable exceptions to Code Section 409A. To the extent that any payment or benefit described in individual payments under this Agreement constitutes do not qualify for an exception and are determined to be “non-qualified deferred compensation” under within the meaning of Code Section 409A (and compliance with an applicable term of this Agreement would cause or is intended to qualify for an exemption under would result in a violation of Code Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then such provision shall be interpreted or reformed in the phrase manner necessary to achieve compliance with Code Section 409A. Accordingly, the “termination of employment,Termination Date” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean is the date that Employee incurred a “separation from service,” as defined in accordance with under Code Section 409A 409A, and corresponding Treasury regulations. Additionally, to the extent that any reimbursements thus all payments under this Agreement are subject to being made upon Employee’s separation from service. In no event may Employee, directly or indirectly, designate the provisions calendar year of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed a payment and where payment may occur in one year will not affect or the amount eligible for reimbursement next, it shall be made in any subsequent the second year. Each payment under this Agreement, including each salary continuation payment of Severance Pay, and Executive’s right to reimbursement each Benefits Offset Payment, shall be treated as a separate identified payment for purposes of Code Section 409A. Employee is a specified employee (as defined in Treasury Regulation Section 1.409A-1(i)). Company and Employee agree that all payments under this Agreement will that are scheduled to be paid within six months after Employee’s Termination Date qualify for an exception to Code Section 409A, and all other payments are made at a time and in a form that complies with Code Section 409A. Employee acknowledges that Company does not be subject make any representations or is providing tax advice to liquidation or exchange for another benefit. The Company makes no representation or warranty Employee, and will have no liability that Employee has had the opportunity to Executive or any other person consult with his own tax and financial counsel with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. 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.Agreement.

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 Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted interpreted, and such 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 payment or benefit described provision hereof is modified in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended order to qualify for an exemption under comply with Code Section 409A) , such modification shall be made in good faith and such payment 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 benefit is payable upon Executive’s termination all of employment the payments or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in benefits provided under this Agreement will be deemed to mean a “separation exempt from service,” as defined in accordance or comply with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability undertaking to Executive or any other person with respect to whether any provision of this Agreement fails to comply with preclude Code Section 409A from applying to any such payments or fails to satisfy an intended exemption from Code Section 409A. 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 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, 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” for purposes of Code Section 409A and, further, except with respect to the payment described in paragraph 4(h), 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 such payment is determined to be subject to Code Section 409A and is otherwise payable upon the Executive’s termination of employment, in the event the Executive is a “specified employee” (as defined in Code Section 409A), any such 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, 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 or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (e) Whenever a payment under this Agreement specifies a period within which such payment may be made, the actual date of payment within the specified period shall be within the sole discretion of the Company. (f) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise. (g) To the extent required under Code Section 409A, (i) any reference

Code Section 409A Compliance. The intent of the parties This Performance Award Agreement is that payments and benefits under this Agreement intended to comply with the requirements of Code Section 409A and any right or benefit which is provided pursuant to or in connection with this Performance Award Agreement which is considered to be nonqualified deferred compensation subject to Code Section 409A (referred to as a “409A Award”) shall be provided and paid in a manner, and at such time and in such form, as complies with the regulations applicable requirements of Code Section 409A to avoid the unfavorable tax consequences provided therein for non-compliance. Consequently, this Performance Award Agreement is intended to be administered, interpreted and guidance promulgated thereunder andconstrued in accordance with the applicable requirements of Code Section 409A. Notwithstanding the foregoing, accordinglythe Employee and his or her successor in interest shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Employee or his or her successor in interest in connection with this Performance Award Agreement (including any taxes and penalties under Code Section 409A); and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee or his or her successor in interest harmless from any or all of such taxes or penalties. Except as permitted under Code Section 409A, any 409A Award payable to the maximum extent permittedEmployee or for his or her benefit with respect to the Performance Award may not be reduced by, this Agreement shall be interpreted or offset against, any amount owing by the Employee to be in compliance therewiththe Company or any of its affiliates. To the extent that entitlement to payment of any payment 409A Award occurs due to termination or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (cessation of employment, termination or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination cessation of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will shall be deemed read to mean a “separation from service,” within the meaning of Code Section 409A. A “separation from service” shall occur where it is reasonably anticipated that no further services will be performed after that date or that the level of bona fide services the Employee will perform after that date (whether as defined an employee or independent contractor of the Company or an affiliate) will permanently decrease to less than twenty percent (20%) of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period. Continued services solely as a director of the Company or an affiliate shall not prevent a separation from service from occurring by the Employee as permitted by Code Section 409A. Where entitlement to payment occurs by reason of a separation from service and the Employee is a “specified employee” (within the meaning of Code Section 409A, as applicable to the Company and its affiliates and using the identification methodology selected by the Company from time to time in accordance with Code Section 409A) on the date of his or her “separation from service”, then payment of such 409A and corresponding Treasury regulations. Additionally, to Award shall be delayed (without interest) until the extent that any reimbursements under this Agreement are subject to first business day after the provisions of Section 409A end of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement six (6) month delay period required under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. In no event whatsoever shall or, if earlier, after the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A.Employee’s death.

Code Section 409A Compliance. The intent of the parties to this Agreement is that payments and benefits under this Agreement paid or provided hereunder be exempt from or comply with Code Section 409A of the Code, as amended and the regulations and guidance promulgated thereunder and(together, accordingly, to the maximum extent permitted, “Section 409A”) and that this Agreement shall be interpreted and administered in accordance with such intention. Notwithstanding anything herein to be in compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon contrary, if at the time of Executive’s termination of employment with Company, Executive is a “specified employee” as defined in Section 409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of this Agreementemployment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the phrase “commencement of such payments or benefits hereunder shall be delayed until the date that is six (6) months and one day following Executive’s termination of employment,” “employment with Company; provided that, to the extent necessary to comply with the requirements of IRS Notice 2010-6, in no event shall a payment described in this sentence be paid prior to the date which is eighteen (18) months and one day following September 29, 2010. For purposes of any payments and benefits which are (i) subject to Section 409A and (ii) payable due to a termination of this Agreement” and other similar phrases in this Agreement will Executive’s employment, Executive shall not be deemed considered to mean have terminated employment with Company until Executive incurs a “separation from service,” as defined in accordance with Code from Company within the meaning of Section 409A and corresponding Treasury regulations. Additionally, 409A. Each amount to the extent that any reimbursements be paid or benefit to be provided under this Agreement are subject to the provisions shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any such reimbursements payable payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts reimbursable to Executive will under this Agreement shall be paid to Executive no later than December 31 on or before the last day of the year following the year in which the expense was incurred, incurred and the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. 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..

Code Section 409A Compliance. The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or applicable, it is intended to qualify for an exemption under Code Section 409A) that this award and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance Plan comply with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions requirements of Section 409A of the CodeCode 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 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, if this is not a Section 409A Compliant Award, in no event will any such reimbursements payable Shares issuable pursuant to Executive will this award be paid to Executive no issued later than December 31 March 15th of the calendar year following the calendar year in which the expense was incurred, the amount corresponding portion of the expenses reimbursed award has vested. (a) Notwithstanding anything in one year will not affect this Agreement to the amount eligible for reimbursement in contrary, any subsequent year, and Executive’s right to reimbursement compensation or benefits payable under this Agreement will that is designated under this Agreement as payable upon your Termination of Employment shall be payable only upon your “separation from service” with the Company within the meaning of Section 409A (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 portion of the benefits to which you are entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of the Shares issuable to 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. The Company makes Within thirty (30) days following the expiration of the applicable foregoing period, 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 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 payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no representation payment hereunder shall be accelerated or warranty and will have no liability deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Executive Section 409A. (d) Notwithstanding the foregoing, if a Change in Control would give rise to a payment or any other person settlement event with respect to whether any provision of payment or benefit under this Agreement fails that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury Regulation Section 1.409A-3(i)(5)) in order to comply with Code give rise to the payment or settlement event for such payment or benefit, to the extent required by Section 409A. (e) This award will be a “Section 409A Compliant Award” if (i) you will be eligible for Retirement at any time prior to the Final Payment Date, (ii) you are a party to an executive Change in Control Severance Agreement with the Company as applicable for Executive Officers at any time prior to the Final Payment Date, or fails to satisfy an intended exemption from Code (iii) this award otherwise constitutes “nonqualified deferred compensation” for purposes of Section 409A. In no event whatsoever Subject to Section 5 of the Market Share Unit Award Agreement, the MSUs shall vest with respect to the Applicable Percentage of the Target Number of MSUs set forth in the following applicable Executive Officer or Senior Management Employee table based on relative total stockholder return (“TSR”) for the Company over the Measurement Period as compared to the total return (“Return”) for the ▇▇▇▇▇▇▇ 2000 Index (the “Index”) as reported for total return (with dividends reinvested) by ▇▇▇▇▇▇▇ Investments. For purposes of computing the relative TSR for the Company as compared to the Return for the Index, dividends paid with respect to the Shares shall be liable treated as having been reinvested as of the ex-dividend date for any additional taxeach declared dividend, interest as further described below. TSR for the Company shall equal the percentage change (positive or penalty that may negative) of the “Measurement Share Value” (as defined below) as compared to the “Base Share Value” (as defined below). The Return for the Index shall equal the percentage change (positive or negative) of the “Measurement Index Value” (as defined below) as compared to the “Base Index Value” (as defined below). The relative TSR (“Relative TSR”) represents the percentage point difference between the TSR for the Company minus the Return for the Index. The Applicable Percentage will be imposed determined on a straight line sliding scale from the minimum 50% Applicable Percentage achievement level to the applicable maximum 200% or 150% % Applicable Percentage achievement level as noted in the applicable Executive by Code Section 409A.Officer or Senior Management Employee table above. For purposes of determining relative achievement, actual results are to be rounded to the nearest tenth of one percent and rounded upward from the midpoint, in all events in a positive direction. For example, if the Relative TSR is 4.94% (the difference between the TSR for the Company minus the Return for the Index over the Measurement Period being 4.94 percentage points), Relative TSR will be 4.9% and the Applicable Percentage will be 124.5%. The number of Shares to be issued on the Settlement Date is to be rounded to the nearest whole share and rounded upward from the midpoint.

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 Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted interpreted, and such 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 payment or benefit described provision hereof is modified in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended order to qualify for an exemption under comply with Code Section 409A) , such modification shall be made in good faith and such payment 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 benefit is payable upon Executive’s termination all of employment the payments or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in benefits provided under this Agreement will be deemed to mean a “separation exempt from service,” as defined in accordance or comply with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability undertaking to Executive or any other person with respect to whether any provision of this Agreement fails to comply with preclude Code Section 409A from applying to any such payments or fails to satisfy an intended exemption from Code Section 409A. 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 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, references to a “termination,” “termination of employment,” “Termination Date,” 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” 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 such payment is determined to be subject to Code Section 409A and is otherwise payable upon the Executive’s termination of employment, in the event the Executive is a “specified employee” (as defined in Code Section 409A), any such 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, the remainder of any such payments shall be payable in accordance with this Agreement. (d) Whenever a payment under this Agreement specifies a period within which such payment may be made, the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise. (f) To the extent required under Code Section 409A, (i) any reference herein to the term “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) any 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 This Plan is intended to comply with Section 409A of the parties Code so that no excise tax or penalties will apply to the Severance Benefits and any ambiguous provisions will be construed in a manner so that the Plan is that payments and benefits under this Agreement comply compliant with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, but only to the extent that it is applicable or so that the Plan is exempt from the application of Section 409A of the Code. If a provision of the Plan would result in the imposition of earlier or additional taxes under Section 409A of the Code, the Company and Participants agree that such provision shall be interpreted or otherwise reformed to avoid imposition of such taxes. No Participant shall have any reimbursements right to determine the date of the payment of any amount under this Agreement Plan. Notwithstanding anything herein to the contrary, for any amounts payable hereunder that are deferred compensation subject to Code Section 409A, any amount payable to a Participant who is a specified employee on account of a Separation from Service will be withheld and will not be paid until the provisions first business day that is six (6) months after the Participant’s Separation from Service within the meaning of Code Section 409A. For purposes of Section 409A of the Code, any such reimbursements payable each payment or amount due under this Plan shall be considered a separate payment. To the extent required under Code Section 409A, a “termination of employment” shall mean Participant’s “separation from service” as defined in Section 1.409A-1(h) of the Final Treasury Regulations promulgated under Section 409A of the Code, including the default presumptions thereof. Notwithstanding anything in this Plan to Executive the contrary, the Severance Benefits will be paid as follows: (i) to Executive the extent required by Code Section 409A on the first business day following the date which is six (6) months following a Participant’s Termination Date with respect to all or the portion of the Severance Benefit that is subject to Code Section 409A if the Participant is a “specified employee” under Code Section 409A, provided, however, that if the Participant has not executed the Separation and Release Agreement (which has not been revoked in the time period specified in such agreement) prior to this date no Severance Benefits will be paid or payable to such a Participant, or (ii) if the Severance Benefit is subject to the requirements of Code Section 409A, but is not subject to the requirements of clause (i) above, on the first scheduled payroll date following 15 days from Company’s receipt of an executed Separation and Release (which has not been revoked in the applicable time period as provided in such agreement) provided that if the period during which the Participant has discretion to execute and revoke the Separation and Release Agreement straddles two calendar years the payment will only be paid in the second calendar year, but in no event later than December 31 seventy (70) days after the Participant’s Termination Date. The following rules shall apply to payments of any amounts under this Agreement that are treated as “reimbursement payments” or “in kind payments” that are subject to Section 409A of the year following the year in which the expense was incurred, Code: (i) the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement or paid in kind benefits in one calendar year shall not limit the available reimbursements or paid in kind for any subsequent other calendar year; (ii) Participant shall file a claim for all reimbursement payments not later than thirty (30) days following the end of the calendar year during which the expenses were incurred, and Executive(iii) the Company shall make such reimbursement within thirty (30) days following the date Participant delivers written notice of the expenses to the Company; (iv) Participant’s right to such reimbursement under this Agreement will payments or in kind benefits shall not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision payment or benefit; and (v) all reimbursements will be made no later than the end of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. 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.calendar year following calendar year of the Participant’s Termination Date .

Code Section 409A Compliance. The It is Company’s intent of the parties is that payments and benefits amounts paid under this Agreement comply with generally shall not constitute “deferred compensation” as that term is defined under Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A 409A”), and the regulations and guidance promulgated thereunder andthereunder, accordingly, to because the maximum extent permitted, amounts paid under this Agreement shall be interpreted are structured to be in compliance therewith. comply with either the “short-term deferral” exception or other applicable exceptions to Code Section 409A. To the extent that any payment or benefit described in individual payments under this Agreement constitutes do not qualify for an exception and are determined to be “non-qualified deferred compensation” under within the meaning of Code Section 409A (and compliance with an applicable term of this Agreement would cause or is intended to qualify for an exemption under would result in a violation of Code Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then such provision shall be interpreted or reformed in the phrase manner necessary to achieve compliance with Code Section 409A. Accordingly, the “termination of employment,Termination Date” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean is the date that Employee incurred a “separation from service,” as defined in accordance with under Code Section 409A 409A, and corresponding Treasury regulations. Additionally, to the extent that any reimbursements thus all payments under this Agreement are subject to being made upon Employee’s separation from service. In no event may Employee, directly or indirectly, designate the provisions calendar year of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed a payment and where payment may occur in one year will not affect or the amount eligible for reimbursement next, it shall be made in any subsequent the second year. Each payment under this Agreement, including each salary continuation payment of Severance Pay, Bonus Amount, and Executive’s right to reimbursement each Benefits Offset Payment, shall be treated as a separate identified payment for purposes of Code Section 409A. Employee is a specified employee (as defined in Treasury Regulation Section 1.409A-1(i)). Company and Employee agree that all payments under this Agreement will that are scheduled to be paid within six months after Employee’s Termination Date qualify for an exception to Code Section 409A, and all other payments are made at a time and in a form that complies with Code Section 409A. Employee acknowledges that Company does not be subject make any representations or is providing tax advice to liquidation or exchange for another benefit. The Company makes no representation or warranty Employee, and will have no liability that Employee has had the opportunity to Executive or any other person consult with her own tax and financial counsel with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. 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.Agreement.

Code Section 409A Compliance. The intent This Agreement is intended to first be exempt from Section 409A of the parties is that payments Internal Revenue Code of 1986 as amended, and benefits under this Agreement comply with Code Section 409A and the any regulations and Treasury guidance promulgated thereunder and(collectively, accordingly, “Section 409A of the Code”) to the maximum permissible extent permitted, this Agreement shall and will be interpreted to be in compliance therewithand construed consistently with such intent. To the extent that any payment amounts or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements benefits under this Agreement are subject to not exempt from the provisions requirements of Section 409A of the Code, any then all such reimbursements payable amounts and benefits are intended to be paid or provided in compliance with Section 409A of the Code such that there will be no adverse tax consequences, interest, or penalties imposed on Executive under Section 409A of the Code. The Company shall not be liable to Executive will for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be paid deemed to be a separate payment for purposes of Section 409A of the Code. With respect to any reimbursement of expenses or any provision of in-kind benefits to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) 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 arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (b) the reimbursement of an eligible expense shall be made no later than December 31 the end of the year following the year in which the such expense was incurred, ; and (c) the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will or in-kind benefits shall not be subject to liquidation or exchange for another benefit. The Notwithstanding anything in this Agreement to the contrary, if a payment obligation arises on account of Executive’s 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 makes no representation 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 the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be made on the first (1st) business day of the seventh (7th) month following the date of Executive’s separation from service, or, if earlier, within fifteen (15) days after the appointment of the personal representative or warranty and will executor of Executive’s estate following Executive’s death. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have no liability to Executive or any other person terminated employment with respect to whether any provision the Company for purposes of this Agreement fails unless Executive would be considered to comply with Code Section 409A or fails to satisfy an intended exemption have incurred a “termination of employment” from Code Section 409A. the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A of the Code or damages for failing to comply with Section 409A.409A of the Code. THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN. 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Code Section 409A Compliance. (i) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. 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. (ii) Notwithstanding anything herein to the contrary, (A) the Severance Benefits shall be paid only in connection with a termination of Executive’s employment that constitutes a “separation from service” within the meaning of Code Section 409A and (B) if Executive is a “specified employee” as such term is defined under Code Section 409A, payment of the 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 penalties and interest under Code Section 409A. If the payments are delayed as a result of the previous sentence, then on the first business day following the end of such six (6) month period (or such earlier date upon which such amount can be paid under Code Section 409A without resulting in a prohibited distribution), the Company shall pay Executive a lumpsum amount equal to the cumulative amount that would have otherwise been payable to Executive during such period. (iii) For purposes of compliance with Code Section 409A, (A) all expenses or other reimbursements hereunder 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, (B) any right to reimbursement or inkind benefits is not subject to liquidation or exchange for another benefit and (C) no such reimbursement, expenses eligible for reimbursement, or inkind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or inkind 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. (v) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A Compliance. The intent (a) To the fullest extent applicable, amounts and other benefits payable under this Agreement, and amounts and benefits payable under any other agreements or plans referenced in this Agreement are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the parties is that payments and benefits Internal Revenue Code in accordance with one or more of the exemptions available under the final Treasury regulations promulgated under Section 409A. In this regard, each payment under this Agreement comply with Agreement, including without limitation, each payment other than a life annuity (within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(ii)) in a series of scheduled installments (within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii)), shall be deemed a separate payment for purposes of Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. 409A. To the extent that any payment such amount or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code is or becomes subject to Section 409A (or is intended due to a failure to qualify for an exemption under 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 to the extent possible in a manner consistent with the foregoing statement of intent. (b) Notwithstanding anything in this Agreement or elsewhere to the contrary, if you are a “specified employee” as determined by the Company’s Compensation Committee on the date of termination of employment within the meaning of Code Section 409A) , and such payment the Company reasonably determines that any amount or other benefit is payable upon Executive’s under this Agreement, including Transition Period compensation and benefits, on account of your termination of employment constitutes nonqualified deferred compensation that will subject you to “additional tax” under Section 409A(a)(1)(B) of the Code (together with any interest or termination penalties imposed with respect to, or in connection with, such tax, a “409A Tax”) with respect to the payment of this such amount or the provision of such benefit if paid or provided at the time specified in the Agreement, then the phrase payment or provision thereof shall be postponed to the first business day of the seventh month following the date of termination or, if earlier, the date of your death (the “Delayed Payment Date”). You and the Company may agree to take other actions to avoid the imposition of a 409A Tax at such time and in such manner as permitted under Section 409A. In the event that this Section 4 requires a delay of any payment, such payment shall be accumulated and paid in a single lump sum on the Delayed Payment Date. In addition, the provisions of this Agreement which require the commencement of payments subject to Section 409A upon a termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will employment shall be deemed interpreted to mean require that you have a “separation from service,” with the Company as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions for purposes of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. 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.

Code Section 409A Compliance. The It is Company’s intent of the parties is that payments and benefits amounts paid under this Agreement shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (“Code Section 409A”) or qualify for an exception to Code Section 409A because the amounts paid under this Plan are structured to comply with exceptions to Code Section 409A. This Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and payment shall be made in a manner consistent with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, its applicable exceptions. No payments to the maximum extent permitted, be made under this Agreement shall may be interpreted to be in compliance therewith. accelerated or deferred except as specifically permitted under Code Section 409A. To the extent that any payment regulations or benefit described in this Agreement constitutes “non-qualified deferred compensation” other guidance issued under Code Section 409A (would result in Employee being subject to payment of additional income taxes or is intended to qualify for an exemption interest under Code Section 409A) and , the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of such payment taxes or benefit is payable interest. All payments to be made upon Executive’s a termination of employment or termination of under this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will Plan may only be deemed to mean made upon a “separation from service,” as defined in accordance with under Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements 409A. Each payment of compensation under this Agreement are subject to shall be treated as a separate payment of _/s/BWS/DS_ Initials compensation under Code Section 409A. Accordingly, those payments under this Agreement that when aggregated together exceed the provisions lesser of Section 409A two times (a) Employee’s annual compensation in the year preceding the year of the CodeTermination Date or (b) the annual compensation limit prescribed by Code Section 401(a)(17) shall not commence until the first payroll date that occurs after the date that is 6 months after the Termination Date. In no event may Employee, any such reimbursements payable to Executive will be paid to Executive no later than December 31 directly or indirectly, designate the calendar year of the year following the year in which the expense was incurred, the amount of the expenses reimbursed a payment and where payment may occur in one year will not affect or the amount eligible for reimbursement next, it shall be made in any subsequent the second year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. 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..

Code Section 409A Compliance. The intent (a) To the fullest extent applicable, amounts and other benefits payable under this Agreement, and amounts and benefits payable under any other agreements or plans referenced in this Agreement, are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the parties is that payments and benefits Code in accordance with one or more of the exemptions available under the final Treasury regulations promulgated under Section 409A. In this Agreement comply with Code regard, each payment under Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, 6(b) of this Agreement shall be interpreted to be in compliance therewith. deemed a separate payment for purposes of Code Section 409A. To the extent that any payment such amount or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code is or becomes subject to Section 409A (or is intended due to a failure to qualify for an exemption under 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 to the extent possible in a manner consistent with the foregoing statement of intent, and any ambiguity as to its compliance with Section 409A will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. (b) Notwithstanding anything in this Agreement or elsewhere to the contrary, if the Executive is a “specified employee” as determined by the Compensation Committee on the date of “separation from service” (as such terms are defined for purposes of Code Section 409A), and the Company reasonably determines that any amount or other benefit payable under this Agreement on account of such separation from service constitutes nonqualified deferred compensation that will subject the Executive to “additional tax” under Section 409A(a)(1)(B) and of the Code (together with any interest or penalties imposed with respect to, or in connection with, such tax, a “409A Tax”) with respect to the payment of such amount or the provision of such benefit is payable upon Executive’s termination of employment if paid or termination of this provided at the time specified in the Agreement, then the phrase payment or provision thereof shall be postponed to the first business day of the seventh month following the date of termination or, if earlier, the date of the Executive’s death (the “Delayed Payment Date”). The Executive and the Company may agree to take other actions to avoid the imposition of a 409A Tax at such time and in such manner as permitted under Section 409A. In the event that this Section 8 requires a delay of any payment, such payment shall be accumulated and paid in a single lump sum on the Delayed Payment Date, 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. In addition, the provisions of this Agreement which require the commencement of payments subject to Section 409A upon a termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will employment shall be deemed interpreted to mean require that the Executive have a “separation from service,” with the Company as defined in accordance with for purposes of Code Section 409A 409A. (c) To the extent the Company is required pursuant to this Agreement to reimburse fees or expenses incurred by the Executive, and corresponding Treasury regulationssuch reimbursement is taxable as compensation to the Executive, the Company shall reimburse any such eligible fees or expenses no later than 2 1/2 months after the end of the calendar year in which the fees or expenses were incurred (or if later, 2 1/2 months after the end of the Company’s taxable year in which the fees or expenses were incurred), subject to any earlier required deadline for payment otherwise applicable under this Agreement. AdditionallyNotwithstanding any contrary provision herein, to the extent that any reimbursements expense reimbursement or the provision of any in-kind benefit under this Agreement are is determined to be subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of any such expenses eligible for reimbursement, or the expenses reimbursed provision of any in-kind benefit, in one calendar year will shall not affect the amount expenses eligible for reimbursement in any subsequent yearother taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and Executive’s in no event shall any right to reimbursement under this Agreement will not or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. 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.(d)

Code Section 409A Compliance. The intent Company and you each hereby affirm that it is their mutual view that the provision of the parties is that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted described or referenced herein are either exempt from or intended to be in compliance therewith. To with the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code requirements of Section 409A of the Code and the Treasury regulations relating thereto (or is intended to qualify for an exemption under Code “Section 409A”) and such payment or benefit is payable upon Executivethat each party’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement tax reporting will be deemed to mean completed in a manner consistent with such view. The Company and you each agree that upon the Retirement Date, you will experience a “separation from service,” as defined in accordance with Code for purposes of Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A and corresponding Treasury regulationswill be paid under the applicable exception. AdditionallyFor purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement will be treated as a separate payment of compensation. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, consulting and noncompetition fee amounts in Section 4.1(d) that any would otherwise be payable pursuant to this Agreement on account of separation from service during the six-month period immediately following the Retirement Date will instead be paid on the first business day after the date that is six months following the Retirement Date (or death, if earlier). Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement are subject to will be made or provided in accordance with the provisions requirements of Section 409A of the Code, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any such reimbursements payable to Executive other calendar year; (y) the reimbursement of an eligible expense will be paid to Executive made no later than December 31 the last day of the calendar year following the year in which the expense was is incurred, ; and (z) the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will or in kind benefits is not be subject to liquidation or exchange for another benefit. The Neither the Company makes no representation nor its affiliates will be liable in any manner for any federal, state or warranty and will have no liability local income or excise taxes (including but not limited to Executive any taxes under Sections 409A of the Code), or any other person penalties or interest with respect to whether thereto, as a result of the payment of any provision compensation or benefits hereunder or the inclusion of this Agreement fails to comply with Code Section 409A any such compensation or fails to satisfy an intended exemption from Code Section 409A. In no event whatsoever shall benefits or the value thereof in your income. You acknowledge and agree that the Company will not be liable responsible for any additional tax, interest taxes or penalty that may be imposed on Executive by Code penalties resulting from the application of Section 409A.

Code Section 409A Compliance. The intent (a) To the fullest extent applicable, amounts and other benefits payable under this Agreement, and amounts and benefits payable under any other agreements or plans referenced in this Agreement, are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the parties is that payments and benefits Code in accordance with one or more of the exemptions available under the final Treasury regulations promulgated under Section 409A. In this Agreement comply with Code regard, each payment under Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, 6(b) of this Agreement shall be interpreted to be in compliance therewith. deemed a separate payment for purposes of Code Section 409A. To the extent that any payment such amount or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code is or becomes subject to Section 409A (or is intended due to a failure to qualify for an exemption under 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 to the extent possible in a manner consistent with the foregoing statement of intent, and any ambiguity as to its compliance with Section 409A will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. (b) Notwithstanding anything in this Agreement or elsewhere to the contrary, if the Executive is a “specified employee” as determined by the Compensation Committee on the date of “separation from service” (as such terms are defined for purposes of Code Section 409A), and the Company reasonably determines that any amount or other benefit payable under this Agreement on account of such separation from service constitutes nonqualified deferred compensation that will subject the Executive to “additional tax” under Section 409A(a)(1)(B) and of the Code (together with any interest or penalties imposed with respect to, or in connection with, such tax, a “409A Tax”) with respect to the payment of such amount or the provision of such benefit is payable upon Executive’s termination of employment if paid or termination of this provided at the time specified in the Agreement, then the phrase payment or provision thereof shall be postponed to the first business day of the seventh month following the date of termination or, if earlier, the date of the Executive’s death (the “Delayed Payment Date”). The Executive and the Company may agree to take other actions to avoid the imposition of a 409A Tax at such time and in such manner as permitted under Section 409A. In the event that this Section 7 requires a delay of any payment, such payment shall be accumulated and paid in a single lump sum on the Delayed Payment Date, 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. In addition, the provisions of this Agreement which require the commencement of payments subject to Section 409A upon a termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will employment shall be deemed interpreted to mean require that the Executive have a “separation from service,” with the Company as defined in accordance with for purposes of Code Section 409A 409A. (c) To the extent the Company is required pursuant to this Agreement to reimburse fees or expenses incurred by the Executive, and corresponding Treasury regulationssuch reimbursement is taxable as compensation to the Executive, the Company shall reimburse any such eligible fees or expenses no later than 2‑1/2 months after the end of the calendar year in which the fees or expenses were incurred (or if later, 2‑1/2 months after the end of the Company’s taxable year in which the fees or expenses were incurred), subject to any earlier required deadline for payment otherwise applicable under this Agreement. AdditionallyExcept as otherwise expressly provided herein, to the extent that any reimbursements expense reimbursement or the provision of any in‑kind benefit under this Agreement are is determined to be subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of any such expenses eligible for reimbursement, or the expenses reimbursed provision of any in‑kind benefit, in one calendar year will shall not affect the amount expenses eligible for reimbursement in any subsequent yearother taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and Executive’s in no event shall any right to reimbursement under this Agreement will not or the provision of any in‑kind benefit be subject to liquidation or exchange for another benefit. . (d) The Company makes no representation or warranty provisions of this Section 7 shall also apply to all payments and will have no liability to Executive or any other person with respect to whether benefits that may be provided under the Change in Control Agreement, notwithstanding any provision to the contrary contained therein, if required in order to comply with Section 409A. In addition to the provisions set forth in subsections (a) through (c) above: (i) the cash severance payable under the Change in Control Agreement shall be paid at the same time and in the same form provided under this Agreement for severance payable under Section 5(b) (that is, in installments over twenty‑four (24) months rather than a lump sum) unless the Executive’s separation from service occurs within twelve (12) months following the effective date of the closing of the Change in Control and the Change in Control qualifies as a “change in control event” as defined in Treasury Regulation Section 1.409A‑3(i)(5); (ii) if the Executive’s separation from service does occur within twelve (12) months following the effective date of the closing of the Change in Control and the Change in Control qualifies as a “change in control event” as defined in Treasury Regulation Section 1.409A‑3(i)(5), then the cash severance payable to the Executive under Section 1(b)(1) of the Change in Control Agreement shall be paid on the sixtieth (60th) day following his separation from service (subject to Section 7(b)) provided the Executive has fulfilled the conditions for payment of the cash severance under the Change in Control Agreement (including that the Release of Claims as defined therein shall have become effective) on or before such date (and shall not be paid otherwise); and (iii) any reimbursement of taxes required to be made by the Company under the Change in Control Agreement shall be made by the end of the calendar year next following the calendar year in which the Executive remits the related taxes. If the payment of cash severance has commenced pursuant to Section 5(b)(1) of this Agreement fails before the occurrence of a Change in Control that results in the Executive’s eligibility for severance benefits under the Change in Control Agreement, then the payment of cash severance shall be governed by the Change in Control Agreement rather than Section 5(b)(1) of this Agreement, and any adjustment to comply with Code Section 409A reflect an underpayment or fails overpayment of the amount that otherwise would have been due before the Change in Control pursuant to satisfy an intended exemption from Code Section 409A. In no event whatsoever the Change in Control Agreement shall be applied to the Company be liable for any additional taxfirst installment due after the Change in Control Agreement, interest or penalty that may be imposed on Executive by Code Section 409A.proceeding in chronological order thereafter as necessary.

Code Section 409A Compliance. (i) The intent of the parties is that payments and benefits benefit under this Agreement comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive provides the Company with documentation from Executive’s tax counsel of a national reputation with expertise in Section 409A that any provision of this Agreement (or any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A (with specificity as to the reason therefore) or the Company independently makes such determination, the Company and the Executive agree to work in good faith to reform such provision (to the extent permitted under Section 409A) to the minimum extent reasonably necessary to conform with Section 409A. To the extent that any provision hereof is modified in order to comply with or be exempt from 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 of the applicable provision without violating the provisions of Section 409A. Notwithstanding anything contained herein to the contrary, the Company shall not (i) be obligated to modify or amend this Agreement in any manner to the extent that such modification or amendment would (a) increase the Company’s obligations hereunder, (b) increase any amounts owed by the Company hereunder or (c) otherwise accelerate the timing of payments owed by the Company hereunder or (ii) be responsible for the failure of this Agreement to comply with, or be exempt from, Section 409A, or for any taxes, penalties or interest incurred by Executive under Section 409A. (ii) Notwithstanding any other provision of this Agreement to the contrary, if the Executive is a “specified employee” within the meaning of Section 409A, and a payment or benefit described provided for in this Agreement constitutes “non-qualified deferred compensation” would be subject to additional tax under Code Section 409A (or is intended to qualify for an exemption under Code Section 409A) and if such payment or benefit is payable upon paid within six months after the Executive’s “separation from service” (within the meaning of-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 Section 409A shall instead be paid to the Executive in a lump-sum cash payment, without interest, on the earlier of (i) the first business day of 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 termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean hereunder does not constitute a “separation from service,” within the meaning of Section 409A, then any amounts payable hereunder on account of a termination of the Executive’s employment and which are subject to Section 409A shall not be paid until the Executive has experienced a “separation from service” within the meaning of Section 409A. (iii) All expenses or other reimbursements as defined provided herein shall be payable in accordance with Code Section 409A and corresponding Treasury regulations. Additionallythe Company’s policies in effect from time to time, but in any event shall be made on or prior to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A last day of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Executive. In addition, the amount of the no such reimbursement or expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and the Executive’s right to reimbursement under this Agreement will or in-kind benefits shall not be subject to liquidation or exchange exchanged for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. 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..

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with 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 to be in compliance therewith. If the Executive notifies the Company (with specificity as to the reason therefor) that the Executive believes that any provision of 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 Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with the Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any payment or 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 described in to the Executive and 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 constitutes providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “non-qualified 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, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then EXECUTION VERSION with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A (or is intended to qualify for an exemption and not otherwise exempt under Code Section 409A) and such payment or benefit is payable upon Executive’s termination on account of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined 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) 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 25 (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 without interest, 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 or in-kind benefits, except as permitted by Code Section 409A and corresponding Treasury regulations. Additionally409A, to (i) the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will or in-kind benefits shall not be subject to liquidation or exchange for another benefit. The Company makes no representation , (ii) the amount of expenses eligible for reimbursement, or warranty and will have no liability in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to Executive or be provided, in any other person with respect taxable year, provided that the foregoing clause (ii) shall not be violated without regard to whether expenses reimbursed under any provision arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement fails shall be treated as a right to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. receive a series of separate and distinct payments. In no event whatsoever may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. In no event shall the Company timing of Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be liable for any additional taxmade in more than one taxable year, interest or penalty that may payment shall be imposed on Executive by Code Section 409A.made in the later taxable year.

Code Section 409A Compliance. The intent of the parties is that payments and benefits under this Agreement 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 to be in compliance therewith. To If Executive notifies the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A Company (or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” with specificity as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent reason therefore) that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether believes that any provision of this Agreement fails (or of any award of compensation) would cause Executive to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with Executive, reform such provision to attempt to comply with Code Section 409A or fails through good-faith modifications to satisfy an intended exemption from the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Company and Executive 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 Executive by Code Section 409A.409A or damages for failing to comply with Code Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A, then with regard to any payment or 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 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 your “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 Section 23 (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 with interest at the prime rate as published in The Wall Street Journal on the first business day following the date of the “separation from service”, 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (x) all expenses or other reimbursements hereunder 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 you, (y) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (z) 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, 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.

Code Section 409A Compliance. The intent of the parties is that payments and benefits under this Agreement comply with Code 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”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To ; provided, that the extent that Corporation does not guarantee to Employee any payment or benefit described in particular tax treatment with respect to this Agreement constitutes “non-qualified deferred compensation” under and any payments hereunder. In no event whatsoever shall the Corporation be liable for any additional tax, interest, or penalties that may be imposed on Employee by Code Section 409A (or is intended any damages for failing to qualify for an exemption under comply with Code Section 409A. For purposes of Code Section 409A) and such payment or benefit is payable upon Executive, Employee’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in right to receive any installment payments pursuant to this Agreement will shall be deemed treated as a right to mean receive a “separation from service,” as defined in accordance with Code Section 409A series of separate and corresponding Treasury regulationsdistinct payments. Additionally, to the extent that any reimbursements Whenever a payment under this Agreement are subject specifies a payment period with reference to a number of days (e.g., “payment shall be made within ten calendar days following the provisions date of Section 409A termination”), the actual date of payment within the specified period shall be within the sole discretion of the CodeCorporation. In no event may Employee, directly or indirectly, designate the calendar year of any such reimbursements payable payment to Executive will be paid made under this Agreement that is considered nonqualified deferred compensation. With regard to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible any provision herein that provides for reimbursement in any subsequent yearof costs and expenses or in-kind benefits, and Executive’s except as permitted by Code Section 409A, (i) the right to reimbursement under this Agreement will or in-kind benefits shall not be subject to liquidation or exchange for another benefit. The Company makes no representation ; (ii) the amount of expenses eligible for reimbursement, or warranty and will have no liability in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to Executive or be provided, in any other person taxable year; provided, that this clause (ii) shall not be violated with respect regard to whether expenses reimbursed under any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive arrangement covered by Code Section 409A.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 was incurred.

Code Section 409A Compliance. The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or applicable, it is intended to qualify for an exemption under Code Section 409A) that this award and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance Plan comply with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions requirements of Section 409A of the CodeCode 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 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, if this is not a Section 409A Compliant Award, in no event will any such reimbursements payable Shares issuable pursuant to Executive will this award be paid to Executive no issued later than December 31 March 15th of the calendar year following the calendar year in which the expense was incurred, the amount corresponding portion of the expenses reimbursed award has vested. (a) Notwithstanding anything in one year will not affect this Agreement to the amount eligible for reimbursement in contrary, any subsequent year, and Executive’s right to reimbursement compensation or benefits payable under this Agreement will that is designated under this Agreement as payable upon your Termination of Employment shall be payable only upon your “separation from service” with the Company within the meaning of Section 409A (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 portion of the benefits to which you are entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of the Shares issuable to 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. The Company makes Within thirty (30) days following the expiration of the applicable foregoing period, 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 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 payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no representation payment hereunder shall be accelerated or warranty and will have no liability deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Executive Section 409A. (d) Notwithstanding the foregoing, if a Change in Control would give rise to a payment or any other person settlement event with respect to whether any provision of payment or benefit under this Agreement fails that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury Regulation Section 1.409A-3(i)(5)) in order to comply with Code give rise to the payment or settlement event for such payment or benefit, to the extent required by Section 409A. (e) This award will be a “Section 409A Compliant Award” if (i) you will be eligible for Retirement at any time prior to the Final Payment Date, (ii) you are a party to an executive Change in Control Severance Agreement with the Company as applicable for Executive Officers at any time prior to the Final Payment Date, or fails to satisfy an intended exemption from Code (iii) this award otherwise constitutes “nonqualified deferred compensation” for purposes of Section 409A. In no event whatsoever Subject to Section 5 of the Market Share Unit Award Agreement, the MSUs shall vest with respect to the Applicable Percentage of the Target Number of MSUs set forth in the following applicable Executive Officer or Senior Management Employee table based on relative total stockholder return (“TSR”) for the Company over the Measurement Period as compared to the total return (“Return”) for the ▇▇▇▇▇▇▇ 2000 Index (the “Index”) as reported for total return (with dividends reinvested) by ▇▇▇▇▇▇▇ Investments. For purposes of computing the relative TSR for the Company as compared to the Return for the Index, dividends paid with respect to the Shares shall be liable treated as having been reinvested as of the ex-dividend date for any additional taxeach declared dividend, interest as further described below. TSR for the Company shall equal the percentage change (positive or penalty that may negative) of the “Measurement Share Value” (as defined below) as compared to the “Base Share Value” (as defined below). The Return for the Index shall equal the percentage change (positive or negative) of the “Measurement Index Value” (as defined below) as compared to the “Base Index Value” (as defined below). The relative TSR (“Relative TSR”) represents the percentage point difference between the TSR for the Company minus the Return for the Index. The Applicable Percentage will be imposed determined on a straight line sliding scale from the minimum 50% Applicable Percentage achievement level to the applicable maximum 200% or 150% Applicable Percentage achievement level as noted in the applicable Executive by Code Section 409A.Officer or Senior Management Employee table above. For purposes of determining relative achievement, actual results are to be rounded to the nearest tenth of one percent and rounded upward from the midpoint, in all events in a positive direction. For example, if the Relative TSR is 4.94% (the difference between the TSR for the Company minus the Return for the Index over the Measurement Period being 4.94 percentage points), Relative TSR will be 4.9% and the Applicable Percentage will be 124.5%. The number of Shares to be issued on the Settlement Date is to be rounded to the nearest whole share and rounded upward from the midpoint.

Code Section 409A Compliance. (A) The intent of the parties is that payments and benefits under this Agreement comply with 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 Any payments that qualify for the extent that any payment short-term deferral exception, the separation pay exception or benefit described in this Agreement constitutes “non-qualified deferred compensation” another exception under Code Section 409A (or is intended to qualify for an exemption shall be paid under the applicable exception. For purposes of the limitations on deferred compensation under Code Section 409A) and such , each payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements compensation under this Agreement are subject to shall be treated as a separate payment of compensation for all purposes under Code Section 409A. In the provisions of Section 409A of event that the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year Company determines reasonably and in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether good faith that there is any provision of this Agreement fails that could cause the Executive to comply with be subject to additional tax, interest or penalties under the provisions of Code Section 409A 409A, such provision shall be interpreted and resolved in the manner the Company reasonably and in good ▇▇▇▇▇ ▇▇▇▇▇ necessary to prevent the application of such taxes, interest or fails to satisfy an intended exemption from penalties under 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) 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 amount or benefit upon or following a termination of employment if such payment or benefit constitutes a “deferral of 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 payment or benefit, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code 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 (i) the first day of the seventh month following the date of such “separation from service” of the Executive, and (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 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 without interest, 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 payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of a release of claims, the Executive shall forfeit all rights to such payments and benefits which constitute “deferred compensation” under Code Section 409A unless such release is signed and delivered, and the period for revocation has expired, within sixty (60) days following the date of the Executive’s termination of employment. In this regard, the Company agrees to provide the Executive with the form of release required under Section 5(I) no later than 5 days after the Executive’s termination date. 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 “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 such 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. (ii) To the extent that any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Code Section 409A, then, subject to the delay set forth above in clause (B), if applicable, such payments or benefits shall be made or commence upon the sixtieth (60th) 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. (D) With respect to reimbursements or other in-kind benefits under this Agreement, (i) all expenses or other reimbursements hereunder 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, (ii) 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. (E) For purposes of Code Section 409A, the Executive’s right to receive 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, the actual date of payment within the specified period shall be, to the extent permitted under Code Section 409A, within the sole discretion of the Company. (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 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A Compliance. (A) The intent of the parties is that payments and benefits under this Agreement comply with 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 Any payments that qualify for the extent that any payment short-term deferral exception, the separation pay exception or benefit described in this Agreement constitutes “non-qualified deferred compensation” another exception under Code Section 409A (or is intended shall be paid under the applicable exception to qualify the maximum extent permitted. Each payment of compensation under this Agreement shall be treated as a separate payment of compensation for an exemption all purposes under Code Section 409A) 409A. In the event that the Company determines reasonably and such payment or benefit in good faith that there is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails that could cause the Executive to comply with be subject to additional tax, interest or penalties under the provisions of Code Section 409A 409A, such provision shall be interpreted and resolved in the manner the Company reasonably and in good ▇▇▇▇▇ ▇▇▇▇▇ necessary to prevent the application of such taxes, interest or fails to satisfy an intended exemption from penalties under 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) 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 amount or benefit upon or following a termination of employment if such payment or benefit constitutes a “deferral of 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 payment or benefit, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code 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 (i) the first day of the seventh month following the date of such “separation from service” of the Executive, and (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 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 without interest, 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 severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of a release of claims, the Executive shall forfeit all rights to such payments and benefits which constitute “deferred compensation” under Code Section 409A unless such release is signed and delivered, and the period for revocation has expired, within sixty (60) days following the date of the 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 “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 the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. (ii) To the extent that any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Code Section 409A, then, subject to the delay set forth above in clause (B), if applicable, such payments or benefits shall be made or commence upon the sixtieth (60th) 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. (D) With respect to reimbursements or other in-kind benefits under this Agreement, (i) all expenses or other reimbursements hereunder 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, (ii) 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. (E) For purposes of Code Section 409A, the Executive’s right to receive 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, the actual date of payment within the specified period shall be, to the extent permitted under Code Section 409A, within the sole discretion of the Company. (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 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A Compliance. The intent (a) To the fullest extent applicable, amounts and other benefits payable under this Agreement, and amounts and benefits payable under any other agreements or plans referenced in this Agreement, are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the parties is that payments and benefits Code in accordance with one or more of the exemptions available under the final Treasury regulations promulgated under Section 409A. In this Agreement comply with Code regard, each payment under Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, 6(b) of this Agreement shall be interpreted to be in compliance therewith. deemed a separate payment for purposes of Code Section 409A. To the extent that any payment such amount or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code is or becomes subject to Section 409A (or is intended due to a failure to qualify for an exemption under 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 to the extent possible in a manner consistent with the foregoing statement of intent, and any ambiguity as to its compliance with Section 409A will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. (b) Notwithstanding anything in this Agreement or elsewhere to the contrary, if the Executive is a “specified employee” as determined by the Compensation Committee on the date of “separation from service” (as such terms are defined for purposes of Code Section 409A), and the Company reasonably determines that any amount or other benefit payable under this Agreement on account of such separation from service constitutes nonqualified deferred compensation that will subject the Executive to “additional tax” under Section 409A(a)(1)(B) and of the Code (together with any interest or penalties imposed with respect to, or in connection with, such tax, a “409A Tax”) with respect to the payment of such amount or the provision of such benefit is payable upon Executive’s termination of employment if paid or termination of this provided at the time specified in the Agreement, then the phrase payment or provision thereof shall be postponed to the first business day of the seventh month following the date of termination or, if earlier, the date of the Executive’s death (the “Delayed Payment Date”). The Executive and the Company may agree to take other actions to avoid the imposition of a 409A Tax at such time and in such manner as permitted under Section 409A. In the event that this Section 8 requires a delay of any payment, such payment shall be accumulated and paid in a single lump sum on the Delayed Payment Date, 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. In addition, the provisions of this Agreement which require the commencement of payments subject to Section 409A upon a termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will employment shall be deemed interpreted to mean require that the Executive have a “separation from service,” with the Company as defined in accordance with for purposes of Code Section 409A 409A. (c) To the extent the Company is required pursuant to this Agreement to reimburse fees or expenses incurred by the Executive, and corresponding Treasury regulationssuch reimbursement is taxable as compensation to the Executive, the Company shall reimburse any such eligible fees or expenses no later than 2-1/2 months after the end of the calendar year in which the fees or expenses were incurred (or if later, 2-1/2 months after the end of the Company’s taxable year in which the fees or expenses were incurred), subject to any earlier required deadline for payment otherwise applicable under this Agreement. AdditionallyExcept as otherwise expressly provided herein, to the extent that any reimbursements expense reimbursement or the provision of any in-kind benefit under this Agreement are is determined to be subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of any such expenses eligible for reimbursement, or the expenses reimbursed provision of any in-kind benefit, in one calendar year will shall not affect the amount expenses eligible for reimbursement in any subsequent yearother taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and Executive’s in no event shall any right to reimbursement under this Agreement will not or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. . (d) The Company makes no representation or warranty provisions of this Section 8 shall also apply to all payments and will have no liability to Executive or any other person with respect to whether benefits that may be provided under the Change in Control Agreement, notwithstanding any provision to the contrary contained therein, if required in order to comply with Section 409A. In addition to the provisions set forth in subsections (a) through (c) above: (i) the cash severance payable under the Change in Control Agreement shall be paid at the same time and in the same form provided under this Agreement for severance payable under Section 6(b) (that is, in installments over twenty-four (24) months rather than a lump sum) unless the Executive’s separation from service occurs within twelve (12) months following the effective date of the closing of the Change in Control and the Change in Control qualifies as a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5); (ii) if the Executive’s separation from service does occur within twelve (12) months following the effective date of the closing of the Change in Control and the Change in Control qualifies as a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5), then the cash severance payable to the Executive under Section 1(b)(1) of the Change in Control Agreement shall be paid on the sixtieth (60th) day following his separation from service (subject to Section 8(b)) provided the Executive has fulfilled the conditions for payment of the cash severance under the Change in Control Agreement (including that the Release of Claims as defined therein shall have become effective) on or before such date (and shall not be paid otherwise); and (iii) any reimbursement of taxes required to be made by the Company under the Change in Control Agreement shall be made by the end of the calendar year next following the calendar year in which the Executive remits the related taxes. If the payment of cash severance has commenced pursuant to Section 6(b)(1) of this Agreement fails before the occurrence of a Change in Control that results in the Executive’s eligibility for severance benefits under the Change in Control Agreement, then the payment of cash severance shall be governed by the Change in Control Agreement rather than Section 6(b)(1) of this Agreement, and any adjustment to comply with Code Section 409A reflect an underpayment or fails overpayment of the amount that otherwise would have been due before the Change in Control pursuant to satisfy an intended exemption from Code Section 409A. In no event whatsoever the Change in Control Agreement shall be applied to the Company be liable for any additional taxfirst installment due after the Change in Control Agreement, interest or penalty that may be imposed on Executive by Code Section 409A.proceeding in chronological order thereafter as necessary.

Code Section 409A Compliance. The intent of the parties This Performance Award Agreement is that payments and benefits under this Agreement intended to comply with the requirements of Code Section 409A and any right or benefit which is provided pursuant to or in connection with this Performance Award Agreement which is considered to be nonqualified deferred compensation subject to Code Section 409A (referred to as a “409A Award”) shall be provided and paid in a manner, and at such time and in such form, as complies with the regulations applicable requirements of Code Section 409A to avoid the unfavorable tax consequences provided therein for non-compliance. Consequently, this Performance Award Agreement is intended to be administered, interpreted and guidance promulgated thereunder andconstrued in accordance with the applicable requirements of Code Section 409A. Notwithstanding the foregoing, accordinglythe Executive and her successor in interest shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Executive or her successor in interest in connection with this Performance Award Agreement (including any taxes and penalties under Code Section 409A); and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive or her successor in interest harmless from any or all of such taxes or penalties. Except as permitted under Code Section 409A, any 409A Award payable to the maximum extent permittedExecutive or for her benefit with respect to the Performance Award may not be reduced by, this Agreement shall be interpreted or offset against, any amount owing by the Executive to be in compliance therewiththe Company or any of its affiliates. To the extent that entitlement to payment of any payment 409A Award occurs due to termination or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (cessation of employment, termination or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination cessation of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will shall be deemed read to mean a “separation from service,” within the meaning of Code Section 409A. A “separation from service” shall occur where it is reasonably anticipated that no further services will be performed after that date or that the level of bona fide services the Executive will perform after that date (whether as defined an employee or independent contractor of the Company or an affiliate) will permanently decrease to less than twenty percent (20%) of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period. Continued services solely as a director of the Company or an affiliate shall not prevent a separation from service from occurring by the Executive as permitted by Code Section 409A. Where entitlement to payment occurs by reason of a separation from service and the Executive is a “specified employee” (within the meaning of Code Section 409A, as applicable to the Company and its affiliates and using the identification methodology selected by the Company from time to time in accordance with Code Section 409A) on the date of her “separation from service”, then payment of such 409A and corresponding Treasury regulations. Additionally, to Award shall be delayed (without interest) until the extent that any reimbursements under this Agreement are subject to first business day after the provisions of Section 409A end of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement six (6) month delay period required under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. In no event whatsoever shall or, if earlier, after the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A.Executive’s death.

Code Section 409A Compliance. The intent (a) It is intended that the provisions of this Agreement are either exempt from or comply with the terms and conditions of Section 409A of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A of 1986, as amended, and the regulations and guidance promulgated thereunder and(collectively, accordingly“Code Section 409A”), and to the maximum extent permittedthat the requirements of Code Section 409A are applicable thereto, all provisions of this Agreement shall be interpreted to be construed in compliance therewith. To a manner consistent with the extent that any payment requirements for avoiding taxes or benefit described in this Agreement constitutes “non-qualified deferred compensation” penalties under Code Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Code Section 409A so long as it has acted in good faith with regard to compliance therewith. (b) If under this Agreement, an amount is to be paid in two or is intended to qualify more installments, for an exemption under purposes of Code Section 409A, each installment shall be treated as a separate payment. (c) and such payment or benefit is payable upon Executive’s A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, then the phrase references to a “termination of employmenttermination,” “termination of this Agreementemployment” and other similar phrases in this Agreement will be deemed to or like terms shall mean a “separation Separation from service,” as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, to Service. (d) To the extent that any reimbursements and in-kind benefits provided under this Agreement are subject to the provisions of Code Section 409A of the Code409A, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of and in-kind benefits shall meet the year following the year in which the expense was incurred, requirements: (i) the amount of the expenses reimbursed in one eligible for reimbursement or in-kind benefits provided to Employee during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee in any subsequent other calendar year, ; (ii) the reimbursements for expenses for which Employee 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; and Executive’s (iii) the right to payment or reimbursement under this Agreement will or in-kind benefits hereunder may not be subject to liquidation liquidated or exchange exchanged for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. 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.benefit.

Code Section 409A Compliance. The Notwithstanding any provision of this Agreement to the contrary: (1) If and to the extent any payment or benefits under this Agreement are otherwise subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, including any regulations and other applicable authorities promulgated thereunder (the “Code”), the intent of the parties is that payments such payment and benefits under this Agreement shall comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted interpreted, and such 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 payment or benefit described provision hereof is modified in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended order to qualify for an exemption under comply with Code Section 409A) , such modification shall be made in good faith and such payment 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 benefit is payable upon Executive’s termination all of employment the payments or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in benefits provided under this Agreement will be deemed to mean a “separation exempt from service,” as defined in accordance or comply with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability undertaking to Executive or any other person with respect to whether any provision of this Agreement fails to comply with preclude Code Section 409A from applying to any such payments or fails to satisfy an intended exemption from Code Section 409A. benefits. 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. (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 Executive’s termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (3) Each payment payable to Executive under this Section 6 on or after his date of termination shall be treated as a separate and distinct “payment” 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 and involuntary separation pay plan exemptions thereunder. If and to the extent any such payment is determined to be subject to Code Section 409A and is otherwise payable upon Executive’s termination of employment, in the event Executive is a “specified employee” (as defined in Code Section 409A), any such payment 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 (6) months and one (1) day following 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 remainder of any such payments shall be payable in accordance with this Section 6. (4) With respect to any right to reimbursement of expenses or in-kind benefits under this Agreement, (i) all reimbursement of expenses to Executive shall be made on or prior to the last day of Executive’s taxable year following the taxable year in which such expenses were incurred by Executive, except that if any such reimbursements constitute taxable income to Executive, such reimbursements shall be paid no later than March 15th of calendar year following the calendar year in which the expenses to be reimbursed were incurred, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during Executive’s taxable year shall not in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (5) Whenever a payment under this Agreement specifies a period within which such payment may be made, the actual date of payment within the specified period shall be within the sole discretion of the Company. (6) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise. (7) To the extent required under Code Section 409A, (i) any reference herein to the term “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) any reference herein to the term “Company” shall mean the Company and all persons with whom the Company would be considered a single employer under Code Section 414(b) or 414(c).

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with 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 to be in compliance therewith. If the Executive notifies the Company (with specificity as to the reason therefor) that the Executive believes that any provision of 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 Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with the Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any payment or 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 described in to the Executive and 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 constitutes providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “non-qualified nonqualified deferred compensation” under Code Section 409A (or unless such termination is intended to qualify for an exemption under also a “separation from service” within the meaning of Code Section 409A) and 409A and, for purposes of any such payment or benefit is payable upon Executive’s termination of employment or termination provision of this Agreement, then the phrase references to a “termination of employmenttermination,” “termination of this Agreementemployment” and other similar phrases in this Agreement will or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be deemed a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to mean any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” as defined 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) 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 25 (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 without interest, 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 or in-kind benefits, except as permitted by Code Section 409A and corresponding Treasury regulations. Additionally409A, to (i) the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will or in-kind benefits shall not be subject to liquidation or exchange for another benefit. The Company makes no representation , (ii) the amount of expenses eligible for reimbursement, or warranty and will have no liability in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to Executive or be provided, in any other person with respect taxable year, provided that the foregoing clause (ii) shall not be violated without regard to whether expenses reimbursed under any provision arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement fails shall be treated as a right to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. receive a series of separate and distinct payments. In no event whatsoever may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. In no event shall the Company timing of Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be liable for any additional taxmade in more than one taxable year, interest or penalty that may payment shall be imposed on Executive by Code Section 409A.made in the later taxable year.

Code Section 409A Compliance. The intent It is intended that the provisions of this Agreement are either exempt from or comply with the terms and conditions of Section 409A of the parties is Code and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”), and to the extent that payments and benefits the requirements of Code Section 409A are applicable thereto, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding the foregoing, Company shall have no liability with regard to any failure to comply with Code Section 409A. If under this Agreement comply with Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Section does not constitute a “deferral of compensation” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A thereunder: (or is intended to qualify for an exemption under Code Section 409Ai) and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any subsequent other calendar year, ; (ii) the 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; and Executive’s (iii) the right to payment or reimbursement under this Agreement will or in-kind benefits hereunder may not be subject to liquidation liquidated or exchange exchanged for another any other benefit. The Company makes no representation or warranty and will A termination of employment shall not be deemed to have no liability to Executive or any other person with respect to whether occurred for purposes of any provision of this Agreement fails providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to comply a “termination,” “termination of employment” or like terms shall mean Separation from Service. Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines to be relevant, the Executive is a “specified Executive” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company and (ii) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax Code Section 409A or fails to satisfy an intended exemption from any other taxes or penalties imposed under Code Section 409A. In no event whatsoever 409A if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the Company date that is six (6) months after the date of the Executive’s Separation from Service, or, if earlier, the date of the Executive’s death. Any payments delayed pursuant to this Section shall be liable for any additional taxmade in a lump sum on the first day of the seventh (7th) month following the Executive’s Separation from Service, interest or penalty that may be imposed on Executive by Code Section 409A.or, if earlier, the date of the Executive’s death.

Code Section 409A Compliance. The intent (a) To the fullest extent applicable, amounts and other benefits payable under this Agreement, and amounts and benefits payable under any other agreements or plans referenced in this Agreement, are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the parties is that payments and benefits Code in accordance with one or more of the exemptions available under the final Treasury regulations promulgated under Section 409A. In this Agreement comply with Code regard, each payment under Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, 6(b) of this Agreement shall be interpreted to be in compliance therewith. deemed a separate payment for purposes of Code Section 409A. To the extent that any payment such amount or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code is or becomes subject to Section 409A (or is intended due to a failure to qualify for an exemption under 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 to the extent possible in a manner consistent with the foregoing statement of intent, and any ambiguity as to its compliance with Section 409A will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. (b) Notwithstanding anything in this Agreement or elsewhere to the contrary, if the Executive is a “specified employee” as determined by the Compensation Committee on the date of “separation from service” (as such terms are defined for purposes of Code Section 409A), and the Company reasonably determines that any amount or other benefit payable under this Agreement on account of such separation from service constitutes nonqualified deferred compensation that will subject the Executive to “additional tax” under Section 409A(a)(1)(B) and of the Code (together with any interest or penalties imposed with respect to, or in connection with, such tax, a “409A Tax”) with respect to the payment of such amount or the provision of such benefit is payable upon Executive’s termination of employment if paid or termination of this provided at the time specified in the Agreement, then the phrase payment or provision thereof shall be postponed to the first business day of the seventh month following the date of termination or, if earlier, the date of the Executive’s death (the “Delayed Payment Date”). The Executive and the Company may agree to take other actions to avoid the imposition of a 409A Tax at such time and in such manner as permitted under Section 409A. In the event that this Section 7 requires a delay of any payment, such payment shall be accumulated and paid in a single lump sum on the Delayed Payment Date, 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. In addition, the provisions of this Agreement which require the commencement of payments subject to Section 409A upon a termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will employment shall be deemed interpreted to mean require that the Executive have a “separation from service,” with the Company as defined in accordance with for purposes of Code Section 409A 409A. (c) To the extent the Company is required pursuant to this Agreement to reimburse fees or expenses incurred by the Executive, and corresponding Treasury regulationssuch reimbursement is taxable as compensation to the Executive, the Company shall reimburse any such eligible fees or expenses no later than 2-1/2 months after the end of the calendar year in which the fees or expenses were incurred (or if later, 2-1/2 months after the end of the Company’s taxable year in which the fees or expenses were incurred), subject to any earlier required deadline for payment otherwise applicable under this Agreement. AdditionallyExcept as otherwise expressly provided herein, to the extent that any reimbursements expense reimbursement or the provision of any in-kind benefit under this Agreement are is determined to be subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of any such expenses eligible for reimbursement, or the expenses reimbursed provision of any in-kind benefit, in one calendar year will shall not affect the amount expenses eligible for reimbursement in any subsequent yearother taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and Executive’s in no event shall any right to reimbursement under this Agreement will not or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. . (d) The Company makes no representation or warranty provisions of this Section 7 shall also apply to all payments and will have no liability to Executive or any other person with respect to whether benefits that may be provided under the Change in Control Agreement, notwithstanding any provision to the contrary contained therein, if required in order to comply with Section 409A. In addition to the provisions set forth in subsections (a) through (c) above: (i) the cash severance payable under the Change in Control Agreement shall be paid at the same time and in the same form provided under this Agreement for severance payable under Section 5(b) (that is, in installments over twenty-four (24) months rather than a lump sum) unless the Executive’s separation from service occurs within twelve (12) months following the effective date of the closing of the Change in Control and the Change in Control qualifies as a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5); (ii) if the Executive’s separation from service does occur within twelve (12) months following the effective date of the closing of the Change in Control and the Change in Control qualifies as a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5), then the cash severance payable to the Executive under Section 1(b)(1) of the Change in Control Agreement shall be paid on the sixtieth (60th) day following his separation from service (subject to Section 7(b)) provided the Executive has fulfilled the conditions for payment of the cash severance under the Change in Control Agreement (including that the Release of Claims as defined therein shall have become effective) on or before such date (and shall not be paid otherwise); and (iii) any reimbursement of taxes required to be made by the Company under the Change in Control Agreement shall be made by the end of the calendar year next following the calendar year in which the Executive remits the related taxes. If the payment of cash severance has commenced pursuant to Section 5(b)(1) of this Agreement fails before the occurrence of a Change in Control that results in the Executive’s eligibility for severance benefits under the Change in Control Agreement, then the payment of cash severance shall be governed by the Change in Control Agreement rather than Section 5(b)(1) of this Agreement, and any adjustment to comply with Code Section 409A reflect an underpayment or fails overpayment of the amount that otherwise would have been due before the Change in Control pursuant to satisfy an intended exemption from Code Section 409A. In no event whatsoever the Change in Control Agreement shall be applied to the Company be liable for any additional taxfirst installment due after the Change in Control Agreement, interest or penalty that may be imposed on Executive by Code Section 409A.proceeding in chronological order thereafter as necessary.

Code Section 409A Compliance. The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or applicable, it is intended to qualify for an exemption under Code Section 409A) that this award and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance Plan comply with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions requirements of Section 409A of the CodeCode 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 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, if this is not a Section 409A Compliant Award, in no event will any such reimbursements payable Shares issuable pursuant to Executive will this award be paid to Executive no issued later than December 31 March 15th of the calendar year following the calendar year in which the expense was incurred, the amount corresponding portion of the expenses reimbursed award has vested. (a) Notwithstanding anything in one year will not affect this Agreement to the amount eligible for reimbursement in contrary, any subsequent year, and Executive’s right to reimbursement compensation or benefits payable under this Agreement will that is designated under this Agreement as payable upon your Termination of Employment shall be payable only upon your “separation from service” with the Company within the meaning of Section 409A (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 portion of the benefits to which you are entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of the Shares issuable to 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. The Company makes Within thirty (30) days following the expiration of the applicable foregoing period, 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 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 payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no representation payment hereunder shall be accelerated or warranty and will have no liability deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Executive Section 409A. (d) Notwithstanding the foregoing, if a Change in Control would give rise to a payment or any other person settlement event with respect to whether any provision of payment or benefit under this Agreement fails that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury Regulation Section 1.409A-3(i)(5)) in order to comply with Code give rise to the payment or settlement event for such payment or benefit, to the extent required by Section 409A. (e) This award will be a “Section 409A Compliant Award” if (i) you will be eligible for Retirement at any time prior to the Final Payment Date, (ii) you are a party to an executive Change in Control Severance Agreement with the Company as applicable for Executive Officers at any time prior to the Final Payment Date, or fails to satisfy an intended exemption from Code (iii) this award otherwise constitutes “nonqualified deferred compensation” for purposes of Section 409A. In no event whatsoever Subject to Section 5 of the Market Share Unit Award Agreement, the MSUs shall vest with respect to the Applicable Percentage of the Target Number of MSUs set forth in the following applicable Executive Officer or Senior Management Employee table based on relative total stockholder return (“TSR”) for the Company over the Measurement Period as compared to the total return (“Return”) for the ▇▇▇▇▇▇▇ 2000 Index (the “Index”) as reported for total return (with dividends reinvested) by ▇▇▇▇▇▇▇ Investments. For purposes of computing the relative TSR for the Company as compared to the Return for the Index, dividends paid with respect to the Shares shall be liable treated as having been reinvested as of the ex-dividend date for any additional taxeach declared dividend, interest as further described below. TSR for the Company shall equal the percentage change (positive or penalty that may negative) of the “Measurement Share Value” (as defined below) as compared to the “Base Share Value” (as defined below). The Return for the Index shall equal the percentage change (positive or negative) of the “Measurement Index Value” (as defined below) as compared to the “Base Index Value” (as defined below). The relative TSR (“Relative TSR”) represents the absolute percentage point difference between the TSR for the Company and the Return for the Index. The Applicable Percentage will be imposed determined on a straight line sliding scale from the minimum 50% Applicable Percentage achievement level to the applicable maximum 200% or 150% % Applicable Percentage achievement level as noted in the applicable Executive by Code Section 409A.Officer or Senior Management Employee table above. For purposes of determining relative achievement, actual results are to be rounded to the nearest tenth of one percent and rounded upward from the midpoint, in all events in a positive direction. For example, if the Relative TSR is 4.94% (the absolute difference between the TSR for the Company and the Return for the Index over the Measurement Period being 4.94 percentage points), Relative TSR will be 4.9% and the Applicable Percentage will be 124.5%. The number of Shares to be issued on the Settlement Date is to be rounded to the nearest whole share and rounded upward from the midpoint.

Code Section 409A Compliance. The intent of the parties is that payments and benefits under this Agreement comply with Code IRC Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code IRC Section 409A (or is intended to qualify for an exemption under Code IRC Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Code IRC Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions of IRC Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code IRC Section 409A or fails to satisfy an intended exemption from Code IRC Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code IRC Section 409A.

Code Section 409A Compliance. The intent Company and you each hereby affirm that it is their mutual view that the provision of the parties is that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted described or referenced herein are either exempt from or intended to be in compliance therewith. To with the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code requirements of Section 409A of the Code and the Treasury regulations relating thereto (or is intended to qualify for an exemption under Code “Section 409A”) and such payment or benefit is payable upon Executivethat each party’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement tax reporting will be deemed to mean completed in a manner consistent with such view. The Company and you each agree that upon the Retirement Date, you will experience a “separation from service,” as defined in accordance with Code for purposes of Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A and corresponding Treasury regulationswill be paid under the applicable exception. AdditionallyFor purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement will be treated as a separate payment of compensation. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Severance Pay amounts in Section 3.1(b) that any would otherwise be payable pursuant to this Agreement on account of separation from service during the six-month period immediately following the Retirement Date will instead be paid on the first business day after the date that is six months following the Retirement Date (or death, if earlier). Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement are subject to will be made or provided in accordance with the provisions requirements of Section 409A of the Code, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any such reimbursements payable to Executive other calendar year; (y) the reimbursement of an eligible expense will be paid to Executive made no later than December 31 the last day of the calendar year following the year in which the expense was is incurred, ; and (z) the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will or in kind benefits is not be subject to liquidation or exchange for another benefit. The Neither the Company makes no representation nor its affiliates will be liable in any manner for any federal, state or warranty and will have no liability local income or excise taxes (including but not limited to Executive any taxes under Sections 409A of the Code), or any other person penalties or interest with respect to whether thereto, as a result of the payment of any provision compensation or benefits hereunder or the inclusion of this Agreement fails to comply with Code Section 409A any such compensation or fails to satisfy an intended exemption from Code Section 409A. In no event whatsoever shall benefits or the value thereof in your income. You acknowledge and agree that the Company will not be liable responsible for any additional tax, interest taxes or penalty that may be imposed on Executive by Code penalties resulting from the application of Section 409A.

Code Section 409A Compliance. The intent of the parties This Performance Award Agreement is that payments and benefits under this Agreement intended to comply with the requirements of Code Section 409A and any right or benefit which is provided pursuant to or in connection with this Performance Award Agreement which is considered to be nonqualified deferred compensation subject to Code Section 409A (referred to as a “409A Award”) shall be provided and paid in a manner, and at such time and in such form, as complies with the regulations applicable requirements of Code Section 409A to avoid the unfavorable tax consequences provided therein for non-compliance. Consequently, this Performance Award Agreement is intended to be administered, interpreted and guidance promulgated thereunder andconstrued in accordance with the applicable requirements of Code Section 409A. Notwithstanding the foregoing, accordinglythe Employee and his or her successor in interest shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Employee or his or her successor in interest in connection with this Performance Award Agreement (including any taxes and penalties under Code Section 409A); and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee or his or her successor in interest harmless from any or all of such taxes or penalties. (i) Except as permitted under Code Section 409A, any 409A Award payable to the maximum extent permittedEmployee or for his or her benefit with respect to the Performance Award may not be reduced by, this Agreement shall be interpreted or offset against, any amount owing by the Employee to be in compliance therewith. the Company or any of its affiliates. (ii) To the extent that entitlement to payment of any payment 409A Award occurs due to termination or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (cessation of employment, termination or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination cessation of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will shall be deemed read to mean a “separation from service,” within the meaning of Code Section 409A. A “separation from service” shall occur where it is reasonably anticipated that no further services will be performed after that date or that the level of bona fide services the Employee will perform after that date (whether as defined an employee or independent contractor of the Company or an affiliate) will permanently decrease to less than twenty percent (20%) of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period. Continued services solely as a director of the Company or an affiliate shall not prevent a separation from service from occurring by the Employee as permitted by Code Section 409A. Where entitlement to payment occurs by reason of a separation from service and the Employee is a “specified employee” (within the meaning of Code Section 409A, as applicable to the Company and its affiliates and using the identification methodology selected by the Company from time to time in accordance with Code Section 409A) on the date of his or her “separation from service”, then payment of such 409A and corresponding Treasury regulations. Additionally, to Award shall be delayed (without interest) until the extent that any reimbursements under this Agreement are subject to first business day after the provisions of Section 409A end of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement six (6) month delay period required under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. In no event whatsoever shall or, if earlier, after the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A.Employee’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 Code Section 409A and on account of the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or (other than by reason of the Executive’s death) constitute a distribution under a “nonqualified deferred compensation plan” within the meaning of Code Section 409A (“Deferred Compensation”), the Executive’s termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will employment shall be deemed to mean 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” as defined in accordance with (within the meaning of Code Section 409A and corresponding Treasury regulations. AdditionallyRegulation Section 1.409A-1(i)), to the extent payment of 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, without interest, all such Deferred Compensation that any reimbursements would have otherwise been paid under this Agreement are subject during the first six months following the Executive’s separation from service had the Executive not been a specified Executive. Thereafter, 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 by the Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be made to the provisions of Section 409A of Executive as soon as practicable after submission for the Codereimbursement, any such reimbursements payable to Executive will be paid to Executive but no later than December 31 of the year following the year in during which the such expense was incurred, the . Any reimbursement amount of the expenses reimbursed provided in one year will shall not affect the amount eligible for reimbursement in any subsequent year, another year and Executive’s the right to such reimbursement under this Agreement will shall not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether In addition, if any provision of this Agreement fails would subject the Executive to comply with any additional tax or interest under Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. In no event whatsoever shall 409A, then the Company be liable for shall 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 tax, interest or penalty that may be imposed on Executive by Code Section 409A.compensation expense as a result of such reformation.

Code Section 409A Compliance. The intent (i) If, at the time of Executive’s “separation from service” (within the parties is that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended to qualify for an exemption under meaning of Code Section 409A), Executive is a “specified employee” (within the meaning of Code Section 409A), the Company will not pay or provide any “Specified Benefits” (as defined herein) and such payment or benefit is payable upon until after the end of the sixth calendar month beginning after Executive’s termination of employment or termination separation from service (the “409A Suspension Period”). For purposes of this Agreement, then “Specified Benefits” are any amounts or benefits that would be subject to Section 409A penalties if the phrase “termination Company were to pay or otherwise settle such amounts or benefits on account of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “Executive’s separation from service,” service in the manner prescribed by applicable plan, program, arrangement, or agreement terms. Within 14 calendar days after the end of the 409A Suspension Period, Executive shall be paid a lump sum payment in cash equal to any Specified Benefits delayed because of the preceding sentence, together with interest on suspended cash payments for the period of delay at a rate not less than the average prime interest rate published in the Wall Street Journal on any day chosen by the Company during that period. Thereafter, Executive shall receive any remaining payments or other benefits as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, if there had not been an earlier delay. (ii) This Agreement is intended to the extent that any reimbursements under this Agreement are subject conform to the provisions of Section 409A of the Code, and the Company shall have complete discretion to interpret and construe this Agreement and any associated documents in any manner that establishes an exemption from or otherwise conforms them to the requirements of Section 409A. If, for any reason including imprecision in drafting, any Plan provision does not accurately reflect its intended establishment of an exemption from or compliance with Code Section 409A), as demonstrated by consistent interpretations or other evidence of intent (by the Company in its sole and absolute discretion), the provision shall be considered ambiguous and shall be interpreted by the Company in a fashion consistent herewith, as determined in the sole and absolute discretion of the Company. The Company reserves the right (including the right to delegate such reimbursements payable right) to unilaterally amend this Agreement without the consent of Executive will in order to accurately reflect its correct interpretation and operation, as well as to maintain an exclusion from the application of, or compliance with, Code Section 409A. (iii) To the extent needed to comply with Internal Revenue Code Section 409A, expenses under Sections 6.1, 6.2, 24 or any other expense reimbursement provisions of this Agreement or with Executive, must be paid to Executive reimbursed no later than December 31 the end of the calendar year following the calendar year in which the expense was they were incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for Executive must request reimbursement in any subsequent yearat least thirty (30) days before that deadline, and Executive’s the right to reimbursement under this Agreement will shall not be not subject to liquidation or exchange for another benefit. The Company makes no representation . (iv) If Executive incurs any tax acceleration, penalties, or warranty and will have no liability to Executive or any other person with respect to whether any provision interest because of this Agreement fails to comply with Code a Section 409A or fails to satisfy an intended exemption from Code Section 409A. In no event whatsoever shall violation, the Company be liable for any additional taxshall pay those amounts and hold Executive harmless from the economic effect of tax acceleration, interest or penalty that may be imposed and shall pay all taxes and penalties on all such payments, unless the Company proposed a reasonable way of preventing the Section 409A violation and Executive by Code Section 409A.refused to agree to it.

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 Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted are intended to be in compliance therewith. To exempt from the extent that any payment or benefit described in this Agreement constitutes definition of “non-qualified nonqualified deferred compensation” under Code Section 409A of the Code (or is intended to qualify for an exemption under Code “Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement”), then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Code one or more of the exemptions available under the final Treasury Regulations promulgated under Section 409A and corresponding Treasury regulations. Additionallyand, to the extent that any reimbursements under 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 are subject 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 to the provisions extent possible in a manner consistent with the foregoing statement of intent. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. (ii) Notwithstanding anything in this Agreement or elsewhere to the contrary, for purposes of determining the payment date of any amounts that are treated as nonqualified deferred compensation under Section 409A that become payable under this Agreement in connection with a termination of employment, the date that the Executive is deemed to have incurred a termination of employment shall be the date on which the Executive has incurred a “separation from service” within the meaning of Treasury Regulation section 1.409A-1(h), or in subsequent Internal Revenue Service guidance under Section 409A. (iii) Notwithstanding anything in this Agreement or elsewhere to the contrary, if the Company reasonably determines that (A) the Executive is a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of the Executive’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) and (B) commencement of any payments or other benefits payable under this Agreement in connection with the Executive’s separation from service on the scheduled payment dates specified in Section 8(a) through (c), will subject the Executive to an “additional tax” under Section 409A(a)(1)(B) (together with any interest or penalties imposed with respect to, or in connection with, such tax, a “Section 409A Tax”), then the Company shall withhold payment of any such reimbursements payable to Executive will be paid to Executive no later than December 31 payments or benefits until the first business day of the year seventh month following the date of the Executive’s separation from service or, if earlier, the date of the Executive’s death (the “Delayed Payment Date”). In the event that this Section 8(e)(iii) requires any payments to be withheld, such withheld payments shall be accumulated and paid in a single lump sum, with interest equal to the “short-term applicable Federal rate” (within the meaning of Section 1274(d) of the Code), compounded annually, in effect on the date of such termination, on the Delayed Payment Date and the balance of the payments shall be made as otherwise scheduled. (iv) In each case where this Agreement provides for the payment of an amount that constitutes nonqualified deferred compensation under Section 409A to be made to the Executive within a designated period (e.g., within 30 days after the date of termination) and such period begins and ends in different calendar years, the exact payment date within such range shall, subject to Section 8(e)(iii) above, be determined by the Company, in its sole discretion, and the Executive shall have no right to designate the year in which the expense was incurredpayment shall be made. (v) The Company and the Executive may agree to take other actions to avoid the imposition of a Section 409A Tax at such time and in such manner as permitted under Section 409A. To the extent applicable, the amount each of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executiveexceptions to Section 409A’s right to reimbursement prohibition on acceleration of payments of deferred compensation provided under Treasury Regulation 1.409A-3(j)(4) shall be permitted under this Agreement will not be subject to liquidation or exchange for another benefit. The Agreement. (vi) Each of the Company makes no representation or warranty and will the Executive acknowledge and agree that (A) they have no liability to Executive or any other person with respect to whether any provision of had their own independent legal counsel review this Agreement fails to comply for purposes of compliance with Code the requirements of Section 409A or fails to satisfy an intended exemption from Code Section 409A. In no event whatsoever shall therefrom, and (B) each party is relying solely on the Company be liable advice of its independent legal counsel for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A.such purposes.

Code Section 409A Compliance. The intent Company and you each hereby affirm that it is their mutual view that the provision of the parties is that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted described or referenced herein are either exempt from or intended to be in compliance therewith. To with the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code requirements of Section 409A of the Code and the Treasury regulations relating thereto (or is intended to qualify for an exemption under Code “Section 409A”) and such payment or benefit is payable upon Executivethat each party’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement tax reporting will be deemed to mean completed in a manner consistent with such view. The Company and you each agree that upon the Resignation Date, you will experience a “separation from service,” for purposes of Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A will be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement will be treated as defined a separate payment of compensation. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement will be made or provided in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions requirements of Section 409A of the Code, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any such reimbursements payable to Executive other calendar year; (y) the reimbursement of an eligible expense will be paid to Executive made no later than December 31 the last day of the calendar year following the year in which the expense was is incurred, ; and (z) the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will or in kind benefits is not be subject to liquidation or exchange for another benefit. The Neither the Company makes no representation nor its affiliates will be liable in any manner for any federal, state or warranty and will have no liability local income or excise taxes (including but not limited to Executive any taxes under Sections 409A of the Code), or any other person penalties or interest with respect to whether thereto, as a result of the payment of any provision compensation or benefits hereunder or the inclusion of this Agreement fails to comply with Code Section 409A any such compensation or fails to satisfy an intended exemption from Code Section 409A. In no event whatsoever shall benefits or the value thereof in your income. You acknowledge and agree that the Company will not be liable responsible for any additional tax, interest taxes or penalty that may be imposed on Executive by Code penalties resulting from the application of Section 409A.

Code Section 409A Compliance. The intent (a) To the fullest extent applicable, amounts and other benefits payable under this Agreement, and amounts and benefits payable under any other agreements or plans referenced in this Agreement, are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the parties is that payments and benefits Code in accordance with one or more of the exemptions available under the final Treasury regulations promulgated under Section 409A. In this Agreement comply with Code regard, each payment under Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, 1 of this Agreement shall be interpreted to be in compliance therewith. deemed a separate payment for purposes of Code Section 409A. To the extent that any payment such amount or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code is or becomes subject to Section 409A (or is intended due to a failure to qualify for an exemption under 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 to the extent possible in a manner consistent with the foregoing statement of intent, and any ambiguity as to its terms or its compliance with Section 409A will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. (b) Notwithstanding anything in this Agreement or elsewhere to the contrary, if Executive is a “specified employee” as determined by the Compensation Committee on the date of “separation from service” (as such terms are defined for purposes of Code Section 409A), and the Company reasonably determines that any amount or other benefit payable under this Agreement on account of such separation from service constitutes nonqualified deferred compensation that will subject Executive to “additional tax” under Section 409A(a)(1)(B) and of the Code (together with any interest or penalties imposed with respect to, or in connection with, such tax, a “409A Tax”) with respect to the payment of such amount or the provision of such benefit is payable upon Executive’s termination of employment if paid or termination of this provided at the time specified in the Agreement, then the phrase payment or provision thereof shall be postponed to the first business day of the seventh month following the date of termination or, if earlier, the date of Executive’s death (the “Delayed Payment Date”). Executive and the Company may agree to take other actions to avoid the imposition of a 409A Tax at such time and in such manner as permitted under Section 409A. In the event that this Section 4 requires a delay of any payment, such payment shall be accumulated and paid in a single lump sum on the Delayed Payment Date, 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. In addition, the provisions of this Agreement which require the commencement of payments subject to Section 409A upon a termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will employment shall be deemed interpreted to mean require that Executive have a “separation from service,” with the Company as defined in accordance with for purposes of Code Section 409A 409A. (c) To the extent the Company is required pursuant to this Agreement to reimburse fees or expenses incurred by the Executive, and corresponding Treasury regulationssuch reimbursement is taxable as compensation to the Executive, the Company shall reimburse any such eligible fees or expenses no later than 2-1/2 months after the end of the calendar year in which the fees or expenses were incurred (or if later, 2-1/2 months after the end of the Company’s taxable year in which the fees or expenses were incurred), subject to any earlier required deadline for payment otherwise applicable under this Agreement. AdditionallyExcept as otherwise expressly provided herein, to the extent that any reimbursements expense reimbursement or the provision of any in-kind benefit under this Agreement are is determined to be subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of any such expenses eligible for reimbursement, or the expenses reimbursed provision of any in-kind benefit, in one calendar year will shall not affect the amount expenses eligible for reimbursement in any subsequent yearother taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and Executive’s in no event shall any right to reimbursement under this Agreement will not or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. 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..

Code Section 409A Compliance. The intent (a) To the fullest extent applicable, amounts and other benefits payable under this Agreement, and amounts and benefits payable under any other agreements or plans referenced in this Agreement, are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the parties is that payments and benefits Code in accordance with one or more of the exemptions available under the final Treasury regulations promulgated under Section 409A. In this Agreement comply with Code regard, each payment under Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, 6(b) of this Agreement shall be interpreted to be in compliance therewith. deemed a separate payment for purposes of Code Section 409A. To the extent that any payment such amount or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code is or becomes subject to Section 409A (or is intended due to a failure to qualify for an exemption under 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 to the extent possible in a manner consistent with the foregoing statement of intent, and any ambiguity as to its compliance with Section 409A will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. (b) Notwithstanding anything in this Agreement or elsewhere to the contrary, if the Executive is a “specified employee” as determined by the Compensation Committee on the date of “separation from service” (as such terms are defined for purposes of Code Section 409A), and the Company reasonably determines that any amount or other benefit payable under this Agreement on account of such separation from service constitutes nonqualified deferred compensation that will subject the Executive to “additional tax” under Section 409A(a)(1)(B) and of the Code (together with any interest or penalties imposed with respect to, or in connection with, such tax, a “409A Tax”) with respect to the payment of such amount or the provision of such benefit is payable upon Executive’s termination of employment if paid or termination of this provided at the time specified in the Agreement, then the phrase payment or provision thereof shall be postponed to the first business day of the seventh month following the date of termination or, if earlier, the date of the Executive’s death (the “Delayed Payment Date”). The Executive and the Company may agree to take other actions to avoid the imposition of a 409A Tax at such time and in such manner as permitted under Section 409A. In the event that this Section 8 requires a delay of any payment, such payment shall be accumulated and paid in a single lump sum on the Delayed Payment Date, 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. In addition, the provisions of this Agreement which require the commencement of payments subject to Section 409A upon a termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will employment shall be deemed interpreted to mean require that the Executive have a “separation from service,” with the Company as defined in accordance with for purposes of Code Section 409A 409A. (c) To the extent the Company is required pursuant to this Agreement to reimburse fees or expenses incurred by the Executive, and corresponding Treasury regulationssuch reimbursement is taxable as compensation to the Executive, the Company shall reimburse any such eligible fees or expenses no later than 2 1/2 months after the end of the calendar year in which the fees or expenses were incurred (or if later, 2 1/2 months after the end of the Company’s taxable year in which the fees or expenses were incurred), subject to any earlier required deadline for payment otherwise applicable under this Agreement. AdditionallyExcept as otherwise expressly provided herein, to the extent that any reimbursements expense reimbursement or the provision of any in-kind benefit under this Agreement are is determined to be subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of any such expenses eligible for reimbursement, or the expenses reimbursed provision of any in-kind benefit, in one calendar year will shall not affect the amount expenses eligible for reimbursement in any subsequent yearother taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and Executive’s in no event shall any right to reimbursement under this Agreement will not or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. 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..

Code Section 409A Compliance. The intent (i) This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the parties is that payments Internal Revenue Code of 1986, as amended (the “Code”) and benefits under any regulations and Treasury guidance promulgated thereunder. (ii) The Company shall undertake to administer, interpret, and construe this Agreement comply with Code in a manner that does not result in the imposition on the Executive of any additional tax, penalty, or interest under Section 409A of the Code. (iii) If the Company determines in good faith that any provision of this Agreement would cause the Executive to incur an additional tax, penalty, or interest under Section 409A of the Code, the Compensation Committee and the regulations and guidance promulgated thereunder andExecutive shall use reasonable efforts to reform such provision, accordinglyif possible, in a mutually agreeable fashion to maintain to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To practicable the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination original intent of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to applicable provision without violating the provisions of Section 409A of the Code or causing the imposition of such additional tax, penalty, or interest under Section 409A of the Code. (iv) The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement, at the direction or with the consent of Executive, that 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. (v) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (vi) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursements payable reimbursement of expenses or provision of in-kind benefits shall be subject to Executive will the following conditions: (A) 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; (B) the reimbursement of an eligible expense shall be paid to Executive made no later than December 31 the end of the year following after the year in which the such expense was incurred, ; and (C) the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (vii) “Termination of employment,” “resignation,” or words of similar import, as used in this Agreement means, for purposes of any payments under this Agreement that are payments of deferred compensation subject to Section 409A of the Code, the Executive’s “separation from service” as defined in Section 409A of the Code. (viii) If a payment obligation under this Agreement arises on account of the Executive’s separation from service while the Executive is a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service (the aggregate of such scheduled payments, the “Delayed Payment”) shall, in lieu thereof, be paid, as adjusted for earnings or losses thereon, within 15 days after the end of the six-month period beginning on the date of such separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death. In the event that the provisions of this Section 11(l)(viii) shall apply to any payment obligation under this Agreement, and provided that the Executive executes a general release as the Company may request, the Company shall make an irrevocable contribution of an amount equal to the Delayed Payment to a grantor trust established consistent with the terms of Revenue Procedure 92-64, 1992-33 I.R.B. 11 (the “Rabbi Trust”) with a financial institution approved by the Executive, which approval will not be withheld unreasonably, serving as the third-party trustee thereof, under the terms of which the assets of the trust may be used, in the absence of the Company’s insolvency, solely for purposes of fulfilling the Company’s obligation to pay the Delayed Payment to the Executive in compliance with Section 409A(a)(2)(B)(i) of the Code. The Company makes Company’s obligation to make the contribution to the Rabbi Trust under the immediately preceding sentence shall arise on the due date of the payment obligation had this Section 11(l)(viii) not applied or, if later, the date that any general release becomes effective, and such contribution shall be made by no representation or warranty later than the tenth business day (excluding federal holidays) after the applicable date. The Executive shall be permitted to direct the trustee how to invest the trust assets held on the Executive’s behalf. 5. In all other respects, the Employment Agreement is hereby ratified and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. 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.confirmed.

Code Section 409A Compliance. (A) The intent of the parties is that payments and benefits under this Agreement comply with 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 Any payments that qualify for the extent that any payment short-term deferral exception, the separation pay exception or benefit described in this Agreement constitutes “non-qualified deferred compensation” another exception under Code Section 409A (or is intended shall be paid under the applicable exception to qualify the maximum extent permitted. Each payment of compensation under this Agreement shall be treated as a separate payment of compensation for an exemption all purposes under Code Section 409A) 409A. In the event that the Company determines reasonably and such payment or benefit in good faith that there is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails that could cause the Executive to comply with be subject to additional tax, interest or penalties under the provisions of Code Section 409A 409A, such provision shall be interpreted and resolved in the manner the Company reasonably and in good ▇▇▇▇▇ ▇▇▇▇▇ necessary to prevent the application of such taxes, interest or fails to satisfy an intended exemption from penalties under 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) 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 amount or benefit upon or following a termination of employment if such payment or benefit constitutes a “deferral of 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 payment or benefit, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code 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 (i) the first day of the seventh month following the date of such “separation from service” of the Executive, and (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 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 without interest, 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 severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of a release of claims, the Executive shall forfeit all rights to such payments and benefits which constitute “deferred compensation” under Code Section 409A unless such release is signed and delivered, and the period for revocation has expired, within sixty (60) days following the date of the Executive’s termination of employment. In this regard, the Company agrees to provide the Executive with the form of release required under Section 5(K) no later than 5 days after the Executive’s termination date. 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 “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 the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. (ii) To the extent that any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Code Section 409A, then, subject to the delay set forth above in clause (B), if applicable, such payments or benefits shall be made or commence upon the sixtieth (60th) 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. (D) With respect to reimbursements or other in-kind benefits under this Agreement, (i) all expenses or other reimbursements hereunder 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, (ii) 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. (E) For purposes of Code Section 409A, the Executive’s right to receive 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, the actual date of payment within the specified period shall be, to the extent permitted under Code Section 409A, within the sole discretion of the Company. (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 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A Compliance. The intent Cash Award is intended to be exempt from Section 409A of the parties Internal Revenue Code (“Code Section 409A”) and applicable regulations, and shall be interpreted and operated consistent with such intent. If any ambiguity exists in the terms of the Agreement, it shall be interpreted to be consistent with this purpose. It is that payments and benefits under also the intention of this Agreement comply with that all income tax liability on payments made pursuant to this Agreement be deferred until the Grantee actually receives such payment if and to the extent Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, does apply to the maximum extent permittedCash Award, in which case this Agreement shall be interpreted in a manner to be in compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance consistent with Code Section 409A and corresponding Treasury regulations. Additionally409A. Therefore, to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether if any provision of this Agreement fails is found not to comply be exempt from or in compliance with any applicable requirements of Code Section 409A, that provision will be deemed amended and will be construed and administered, insofar as possible, so that this Agreement, to the extent permitted by law and deemed advisable by the Company, does not trigger taxes and other penalties under Code Section 409A; provided, however, that Grantee will not be required to forfeit any payment that becomes vested and payable to Grantee without Grantee’s written consent. It is intended that each payment or installment of a payment and each benefit provided under this Agreement shall be treated as a separate “payment” for purposes of Code Section 409A. Nothing in this section increases the Company’s obligations to Grantee under this Agreement. Grantee remains solely liable for any taxes, including but not limited to any penalties or interest due to Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. In no event whatsoever otherwise, on the payments made hereunder. The preceding provisions shall not be construed as a guarantee by the Company be liable of any particular tax effect for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A.payments made pursuant to this Agreement.

Code Section 409A Compliance. The intent of the parties is that payments and benefits arrangements under this Agreement comply with Code are not intended to create "deferred compensation" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the any rulings or regulations thereunder, including IRS Notice 2005-1, and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted to be in compliance therewithconsistently with such intent. To In the extent event that any payment amounts payable under this Agreement that would otherwise be considered deferred compensation pursuant to Section 409A of the Code (or benefit described any applicable regulations or guidance promulgated by the Secretary of the Treasury in connection therewith) are paid within six (6) months following the date of termination of employment, such amounts shall be paid at the earlier of the time otherwise provided under this Agreement or the time that will prevent such amounts from being considered deferred compensation under Section 409A of the Code. Solely to the extent, if any, that this Agreement constitutes “nonthe grant of an additional benefit under the Agreement that consists solely of a deferral of additional compensation not otherwise provided under the Agreement as of October 3, 2004, it is intended that any such additional benefit be treated as a material modification of the Agreement only as to such additional deferral of compensation as provided in Q&A-18 of IRS Notice 2005-qualified 1. Further, in the event that (a) the Company determines that there is an ambiguity with respect to any provision of this Agreement that could cause such provision to result in an obligation to pay deferred compensation” under Code compensation subject to Section 409A (or is intended of the Code, such ambiguity shall be interpreted and resolved in the manner that the Company deems necessary to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination either avoid the obligation to pay deferred compensation within the meaning of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Code Section 409A of the Code or to comply with timing and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the payment provisions of Section 409A of the Code, and (b) the Company determines, in good faith, that any such reimbursements payable amendment to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation is necessary or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails appropriate in order to comply with Code timing and payment provisions of Section 409A of the Code or fails to satisfy an intended exemption from Code avoid the obligation to pay deferred compensation within the meaning of Section 409A. In no event whatsoever shall 409A of the Code, the Company be liable for any additional taxshall have the right to make such amendment, interest on a prospective or penalty that may be imposed on Executive by Code Section 409A.retroactive basis, in its sole discretion.

Code Section 409A Compliance. The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination For purposes of this Agreement, then the phrase “a termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement employment will be deemed determined consistent with the rules relating to mean a “separation from service,” as defined in accordance with Code Section 409A of the Code and corresponding Treasury regulationsthe regulations thereunder (“Section 409A”). AdditionallyThe Parties intend that this Agreement, to the extent possible, will be administered in accordance with Section 409A and the Treasury Regulations and other applicable regulatory guidance issued thereunder, and will be interpreted in a manner so that any reimbursements no payments made to Executive under this Agreement constitute a deferral of compensation or, if so, will constitute a deferral for which the payment and other terms are subject to the provisions of compliant with Section 409A so as to avoid imposition of the Code, any such reimbursements payable additional tax to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Section 409A. Company makes no representation or warranty as to compliance with Section 409A and will shall have no liability to the Executive or any other person for any adverse consequences arising under Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with respect Executive’s termination of employment constitute deferred compensation subject to whether any provision Section 409A, and Executive is deemed at the time of such termination of employment to be a “specified Executive” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Executive’s separation from service from Company or (ii) the date of Executive’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the application of this Agreement fails provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. Except as otherwise expressly provided herein, to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. 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.extent any

Code Section 409A Compliance. The intent 11.1 This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the parties is that payments Internal Revenue Code of 1986 as amended, and benefits under this Agreement comply with Code Section 409A and the any regulations and Treasury guidance promulgated thereunder and(collectively, accordingly, “Section 409A of the Code”). 11.2 Company and Executive agree that they will execute any and all amendments to the maximum extent permitted, this Agreement shall as they mutually agree in good faith may be interpreted necessary to be in ensure compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code. 11.3 The preceding provisions, however, shall not be construed as a guarantee by Company of any such reimbursements payable particular tax effect to Executive will under this Agreement. No Company Group Member shall be paid liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 11.4 For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. 11.5 With respect to any reimbursement of expenses or any provision of in-kind benefits to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (ii) 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 arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made no later than December 31 the end of the year following the year in which the such expense was incurred, ; and (iii) the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will or in-kind benefits shall not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of . 11.6 Notwithstanding anything in this Agreement fails to comply with Code the contrary, if a payment obligation arises on account of Executive’s separation from service while Executive is a “specified employee” as described in Section 409A of the Code and the Treasury Regulations thereunder and as determined by Company in accordance with its procedures, by which determination Executive is bound, any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A- 1(b)(3) through (b)(12)) shall be made on the first (1st) business day of the seventh (7th) month following the date of Executive’s separation from service, or, if earlier, within fifteen (15) days after the appointment of the personal representative or fails to satisfy an intended exemption from Code Section 409A. 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.executor of Executive’s estate following Executive’s death.

Code Section 409A Compliance. The intent This Performance Award Agreement is intended to comply with the requirements of Section 409A of the parties Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder (“Code Section 409A”) and any right or benefit which is that payments and benefits under provided pursuant to or in connection with this Performance Award Agreement comply with which is considered to be 9 nonqualified deferred compensation subject to Code Section 409A (referred to as a “409A Award”) shall be provided and paid in a manner, and at such time and in such form, as complies with the regulations applicable requirements of Code Section 409A to avoid the unfavorable tax consequences provided therein for non-compliance. Consequently, this Performance Award Agreement is intended to be administered, interpreted and guidance promulgated thereunder andconstrued in accordance with the applicable requirements of Code Section 409A. Notwithstanding the foregoing, accordinglythe Executive and her successor in interest shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Executive or her successor in interest in connection with this Performance Award Agreement (including any taxes and penalties under Code Section 409A); and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive or her successor in interest harmless from any or all of such taxes or penalties. Except as permitted under Code Section 409A, any 409A Award payable to the maximum extent permittedExecutive or for her benefit with respect to the Performance Award may not be reduced by, this Agreement shall be interpreted or offset against, any amount owing by the Executive to be in compliance therewiththe Company or any of its affiliates. To the extent that entitlement to payment of any payment 409A Award occurs due to termination or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (cessation of employment, termination or is intended to qualify for an exemption under Code Section 409A) and such payment or benefit is payable upon Executive’s termination cessation of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will shall be deemed read to mean a “separation from service,” within the meaning of Code Section 409A. A “separation from service” shall occur where it is reasonably anticipated that no further services will be performed after that date or that the level of bona fide services the Executive will perform after that date (whether as defined an employee or independent contractor of the Company or an affiliate) will permanently decrease to less than twenty percent (20%) of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period. Continued services solely as a director of the Company or an affiliate shall not prevent a separation from service from occurring by the Executive as permitted by Code Section 409A. Where entitlement to payment occurs by reason of a separation from service and the Executive is a “specified employee” (within the meaning of Code Section 409A, as applicable to the Company and its affiliates and using the identification methodology selected by the Company from time to time in accordance with Code Section 409A) on the date of her “separation from service”, then payment of such 409A and corresponding Treasury regulations. Additionally, to Award shall be delayed (without interest) until the extent that any reimbursements under this Agreement are subject to first business day after the provisions of Section 409A end of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement six (6) month delay period required under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with Code Section 409A or fails to satisfy an intended exemption from Code Section 409A. In no event whatsoever shall or, if earlier, after the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A.Executive’s death.