Common use of Code Section 409A Compliance Clause in Contracts

Code Section 409A Compliance. The Board intends that any Inducement Awards under the Inducement Award Agreement shall be administered, interpreted, and construed in a manner intended to comply with 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would not be reasonably effective in avoiding the additional income tax under Section 409A(a)(1)(B) of the Code, rescinded in order to comply with the requirements of Section 409A to the extent determined by the Committee without the consent of or notice to the Grantee.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 Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is to be paid 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 2-1/2 months after the end of the calendar year in which the Inducement Award became vested unless (a) deferred pursuant to Section 5.5 otherwise permitted under the exemption provisions of Section 409A.

Code Section 409A Compliance. The Board intends To the extent amounts or benefits that any Inducement Awards become payable under this Agreement on account of Executive’s termination of employment (other than by reason of Executive’s death) constitute a distribution under a “nonqualified deferred compensation plan” within the Inducement Award Agreement shall be administered, interpreted, and construed in a manner intended to comply with meaning of Code Section 409A of the Internal Revenue Code of 1986, as amended (“CodeDeferred Compensation”), Executive’s termination of employment shall be deemed to occur on the regulations issued thereunder or any exceptions thereto (or disregarded to date that Executive incurs a “separation from Service” with Company within the extent such provisions cannot be so administered, interpreted, or construedmeaning of Treasury Regulation Section 1.409A-1(h). If at the Committee determines that an Inducement Awardtime of Executive’s separation from service, Inducement Award AgreementExecutive is a “specified Executive” (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the provisions payment of such Deferred Compensation shall commence on the first business day of the Inducement Award seventh month following Executive’s separation from Service and Company shall then pay Executive, without interest, all such Deferred Compensation that would have otherwise been paid under this Agreement wouldduring the first six months following Executive’s separation from service had Executive not been a specified Executive. Thereafter, 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 Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following the year during which such expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible for reimbursement in another year and the right to such reimbursement shall not be subject to liquidation or exchange for another benefit. In addition, if undertaken, cause the Grantee any provision of this Agreement would subject Executive to become subject to any additional taxes pursuant to tax or interest under Code Section 409A, unless then Company shall reform such provision; provided that Company shall (x) maintain, to the Committee expressly determines otherwisemaximum extent practicable, such grant of Inducement Award, payment, distribution, deferral election, transaction or other action or arrangement shall not be undertaken and the related provisions original intent of the Inducement Award Agreement and/or Inducement Award Agreement will be amended applicable provision without subjecting Executive to such additional tax or deemed modified in interest and (y) not incur any additional compensation expense as close a manner as possible to give effect to the original terms result 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 Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is to be paid 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 2-1/2 months after the end of the calendar year in which the Inducement Award became vested unless (a) deferred pursuant to Section 5.5 otherwise permitted under the exemption provisions of Section 409A.reformation.

Code Section 409A Compliance. The Board intends intent of the parties is that any Inducement Awards payments under this Agreement either be exempt from or comply with Code Section 409A and the Inducement Award Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be administeredinterpreted to be in compliance therewith. Notwithstanding any other provision of this Agreement, interpreted, and construed in a manner intended if the Employment Agreements Amount is determined to comply with constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then the Employment Agreements Amount shall not be paid until the first payroll date to occur following the six-month anniversary of the Internal Revenue Code Executive’s termination of 1986employment with Seller and Seller Bank. None of Buyer, as amended (“Code”)Buyer Bank, the regulations issued thereunder or any exceptions thereto (or disregarded to the extent such provisions cannot be so administered, interpretedSeller, or construed). If Seller Bank make any representations or warranties that the Committee determines that an Inducement Awardpayments provided under this Agreement comply with, Inducement Award Agreementor are exempt from, 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 Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is to be paid 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 any of Buyer, Buyer Bank, Seller, or Seller Bank be made later than 2liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-1/2 months after compliance with Section 409A. To the end extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with the 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 be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the Inducement Award became vested unless expense was incurred, and (aiii) deferred pursuant any right to Section 5.5 otherwise permitted reimbursements or in-kind benefits under the exemption provisions of Section 409A.Agreement shall not be subject to liquidation or exchange for another benefit.

Code Section 409A Compliance. The Board intends Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any Inducement Awards under the Inducement Award Agreement shall definitions hereunder) will be administered, interpreted, and construed in a manner intended to comply that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with the Company constitute “deferred compensation” under Section 409A and Executive is, on Executive’s Separation From Service, a “specified employee” of the Internal Revenue Code of 1986Company or any successor entity thereto, 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 term is defined in 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)(B409A(a)(2)(B)(i) of the Code, rescinded in order to comply with the requirements of Section 409A then, solely, to the extent determined by necessary to avoid the Committee without incurrence of the consent adverse personal tax consequences under Section 409A, the timing of the payments upon Executive’s Separation From Service shall be delayed until the earlier to occur of: (a) the date that is six months and one day after Executive’s Separation From Service or notice (b) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the Granteesum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. Notwithstanding None of the foregoingseverance benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, with respect to any Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is to all amounts will be paid out when vested, such payment shall be made as soon as administratively feasible after practicable in accordance with the Inducement Award becomes vested, but in Company’s normal payroll practices and no event shall such payment interest will be made later than 2-1/2 months after the end of the calendar year in which the Inducement Award became vested unless (a) deferred pursuant to Section 5.5 otherwise permitted under the exemption provisions of Section 409A.due on any amounts so deferred. EXHIBIT 10.63

Code Section 409A Compliance. The Board intends Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any Inducement Awards under the Inducement Award Agreement shall definitions hereunder) will be administered, interpreted, and construed in a manner intended to comply that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with the Company constitute “deferred compensation” under Section 409A and Executive is, on Executive’s Separation From Service, a “specified employee” of the Internal Revenue Code of 1986Company or any successor entity thereto, 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 term is defined in 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)(B409A(a)(2)(B)(i) of the Code, rescinded in order to comply with the requirements of Section 409A then, solely, to the extent determined by necessary to avoid the Committee without incurrence of the consent adverse personal tax consequences under Section 409A, the timing of the payments upon Executive’s Separation From Service shall be delayed until the earlier to occur of: (a) the date that is six months and one day after Executive’s Separation From Service or notice (b) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the Granteesum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. Notwithstanding None of the foregoingseverance benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a Exhibit 10.3 “specified employee” (as described above) or until the effectiveness of the Release, with respect to any Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is to all amounts will be paid out when vested, such payment shall be made as soon as administratively feasible after practicable in accordance with the Inducement Award becomes vested, but in Company’s normal payroll practices and no event shall such payment interest will be made later than 2-1/2 months after the end of the calendar year in which the Inducement Award became vested unless (a) deferred pursuant to Section 5.5 otherwise permitted under the exemption provisions of Section 409A.due on any amounts so deferred.

Code Section 409A Compliance. The Board intends that any Inducement Awards under For purposes of this Agreement, a termination of employment will be determined consistent with the Inducement Award Agreement shall be administered, interpreted, and construed rules relating to a “separation from service” as defined in a manner intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended and the regulations thereunder (“CodeSection 409A”). The Parties intend that this Agreement, the regulations issued thereunder or any exceptions thereto (or disregarded to the extent such provisions cannot 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 administeredthat no payments made to Executive under this Agreement constitute a deferral of compensation or, interpretedif so, will constitute a deferral for which the payment and other terms are compliant with Section 409A so as to avoid imposition of any additional tax to Executive under Section 409A. Company makes no representation or construed). If warranty as to compliance with Section 409A and shall have no liability to the Committee determines that an Inducement Award, Inducement Award Agreement, payment, distribution, deferral election, transaction Executive or any other action or arrangement contemplated by person for any adverse consequences arising under Section 409A. Notwithstanding anything else provided herein, to the provisions extent any payments provided under this Agreement in connection with Executive’s termination of the Inducement Award Agreement would, if undertaken, cause the Grantee to become employment constitute deferred compensation subject to additional taxes pursuant to Section 409A, unless and Executive is deemed at the Committee expressly determines otherwisetime of such termination of employment to be a “specified Executive” under Section 409A, then such grant of Inducement Award, payment, distribution, deferral election, transaction or other action or arrangement payment shall not be undertaken and made or commence until the related provisions earlier of (i) the expiration of the Inducement Award Agreement and/or Inducement Award Agreement will 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 amended or deemed modified in as close a manner as possible to give effect effected to the original terms of the Inducement Awardextent required to avoid adverse tax treatment to Executive including, orwithout limitation, only if necessary because a modification or deemed modification would not be reasonably effective in avoiding the additional income 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 provision, and the balance of the Codeinstallments (if any) will be payable in accordance with their original schedule. Except as otherwise expressly provided herein, 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 Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is to be paid 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 2-1/2 months after the end of the calendar year in which the Inducement Award became vested unless (a) deferred pursuant to Section 5.5 otherwise permitted under the exemption provisions of Section 409A.any

Code Section 409A Compliance. The Board intends intent of the parties is that any Inducement Awards payments and benefits under the Inducement Award this Agreement shall comply with, or be administeredexempt from, interpreted, and construed in a manner intended to comply with 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; provided, that the Corporation does not guarantee to Employee any particular tax treatment with respect to this Agreement 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 any damages for failing to comply with Code Section 409A. 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 (e.g., “payment shall be made within ten calendar days following the date of termination”), the regulations issued thereunder or any exceptions thereto (or disregarded to actual date of payment within the extent such provisions cannot specified period shall be so administered, interpreted, or construed). If within 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 sole discretion of the Inducement Award Corporation. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement wouldthat is considered nonqualified deferred compensation. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, if undertaken, cause the Grantee to become subject to additional taxes pursuant to except as permitted by Code Section 409A, unless (i) the Committee expressly determines otherwise, such grant of Inducement Award, payment, distribution, deferral election, transaction right to reimbursement or other action or arrangement in-kind benefits shall not be undertaken and subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; provided, that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related 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 period the Inducement Award, or, only if necessary because a modification or deemed modification would not be reasonably effective arrangement is in avoiding the additional income tax under Section 409A(a)(1)(Beffect; and (iii) 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 Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is to be paid out when vested, such payment payments shall be made as soon as administratively feasible after on or before the Inducement Award becomes vested, but in no event shall such payment be made later than 2-1/2 months after last day of Employee’s taxable year following the end of the calendar taxable year in which the Inducement Award became vested unless (a) deferred pursuant to Section 5.5 otherwise permitted under the exemption provisions of Section 409A.expense was incurred.

Code Section 409A Compliance. The Board intends Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any Inducement Awards under the Inducement Award Agreement shall definitions hereunder) will be administered, interpreted, and construed in a manner intended to comply that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with the Company constitute “deferred compensation” under Section 409A and Executive is, on Executive’s Separation From Service, a “specified employee” of the Internal Revenue Code of 1986Company or any successor entity thereto, 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 term is defined in 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)(B409A(a)(2)(B)(i) of the Code, rescinded in order to comply with the requirements of Section 409A then, solely, to the extent determined by necessary to avoid the Committee without incurrence of the consent adverse personal tax consequences under Section 409A, the timing of the payments upon Executive’s Separation From Service shall be delayed until the earlier to occur of: (a) the date that is six months and one day after Executive’s Separation From Service or notice (b) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Exhibit 10.5 Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the Granteesum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. Notwithstanding None of the foregoingseverance benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, with respect to any Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is to all amounts will be paid out when vested, such payment shall be made as soon as administratively feasible after practicable in accordance with the Inducement Award becomes vested, but in Company’s normal payroll practices and no event shall such payment interest will be made later than 2-1/2 months after the end of the calendar year in which the Inducement Award became vested unless (a) deferred pursuant to Section 5.5 otherwise permitted under the exemption provisions of Section 409A.due on any amounts so deferred.

Code Section 409A Compliance. The Board intends parties hereto recognize that any Inducement Awards under certain provisions of this Agreement may be affected by Section 409A of the Inducement Award Agreement shall be administered, interpretedCode and guidance issued thereunder, and construed in a manner intended agree to amend this Agreement, or take such other action as may be necessary or advisable, to comply with Section 409A. It is intended that all payments hereunder shall comply with Section 409A and the regulations promulgated thereunder so as to not subject the Executive to payment of interest or any additional tax under Section 409A. In furtherance thereof, if payment or provision of any amount or benefit hereunder that is subject to Section 409A at the Internal Revenue Code of 1986, as amended (“Code”)time specified herein would subject such amount or benefit to any additional tax under Section 409A, the regulations issued thereunder payment or any exceptions thereto (provision of such amount or disregarded benefit shall be postponed to the earliest date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In addition, to the extent such that any regulations or other guidance issued under Section 409A (after application of the previous provisions cannot be so administered, interpreted, or construedof this Section (12)G). If ) would result in the Committee determines that an Inducement Award, Inducement Award Agreement, payment, distribution, deferral election, transaction Executive's being subject to the payment of interest 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 tax under Section 409A, unless the Committee parties agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Section 409A, which amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Company and the Executive. Notwithstanding anything herein to the contrary, it is expressly determines otherwiseunderstood that at any time the Company (or any related employer treated with the Company as the service recipient for purposes of Code Section 409A) is publicly traded on an established securities market (as defined for purposes of Code Section 409A), if a payment or provision of an amount or benefit constituting a deferral of compensation is to be made pursuant to the terms of this Agreement to the Executive on account of a Separation from Service (as defined herein) at a time when the Executive is a Specified Employee (as defined for purposes of Code Section 409A(a)(2)(B)(i)), such grant of Inducement Award, payment, distribution, deferral election, transaction or other action or arrangement deferred compensation 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 paid 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 Executive prior to the extent determined by the Committee without the consent of or notice to the Grantee. Notwithstanding the foregoing, with respect to any Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which date that is to be paid 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 2-1/2 six (6) months after the end Separation from Service. In the event this restriction applies, the deferred compensation that the Executive would have otherwise been entitled to during the restriction period will be accumulated and paid (without adjustment for the delay in payment) on the first business day of the calendar year in which seventh month following the Inducement Award became vested unless (a) deferred pursuant to date of the Executive's Separation from Service. The parties hereto intend that the Agreement, as amended, be consistent with IRS Notice 2007-78, IRS Notice2007-86 and other Code Section 5.5 otherwise permitted under the exemption provisions of Section 409A.409A transition relief, and it shall be interpreted accordingly.

Code Section 409A Compliance. The Board intends that any Inducement Awards arrangements under the Inducement Award this Agreement shall be administered, interpreted, and construed in a manner are not intended to comply with create "deferred compensation" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“the "Code”)") and any rulings or regulations thereunder, the regulations issued thereunder or any exceptions thereto (or disregarded to the extent such provisions cannot be so administeredincluding IRS Notice 2005-1, 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 and all provisions of this Agreement shall be interpreted consistently with such intent. In the Inducement Award event that any amounts payable under this Agreement would, if undertaken, cause the Grantee to become subject to additional taxes that would otherwise be considered deferred compensation pursuant to Section 409A, unless 409A of the Committee expressly determines otherwiseCode (or 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 the grant of Inducement Awardan additional benefit under the Agreement that consists solely of a deferral of additional compensation not otherwise provided under the Agreement as of October 3, payment2004, distribution, deferral election, transaction or other action or arrangement shall not it is intended that any such additional benefit be undertaken and the related provisions treated as a material modification of the Inducement Award Agreement and/or Inducement Award only as to such additional deferral of compensation as provided in Q&A-18 of IRS Notice 2005-1. Further, in the event that (a) the Company determines that there is an ambiguity with respect to any provision of this Agreement will be amended or deemed modified that could cause such provision to result in as close a manner as possible an obligation to give effect pay deferred compensation subject 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) 409A of the Code, rescinded such ambiguity shall be interpreted and resolved in the manner that the Company deems necessary to either avoid the obligation to pay deferred compensation within the meaning of Section 409A of the Code or to comply with timing and payment provisions of Section 409A of the Code, and (b) the Company determines, in good faith, that any amendment to this Agreement is necessary or appropriate in order to comply with the requirements timing and payment provisions of Section 409A of the Code or to avoid the extent determined by obligation to pay deferred compensation within the Committee without the consent of or notice to the Grantee. Notwithstanding the foregoing, with respect to any Inducement Award intended by the Committee to be exempt from the requirements meaning of Section 409A which is to be paid 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 2-1/2 months after the end of the calendar year Code, the Company shall have the right to make such amendment, on a prospective or retroactive basis, in which the Inducement Award became vested unless (a) deferred pursuant to Section 5.5 otherwise permitted under the exemption provisions of Section 409A.its sole discretion.

Code Section 409A Compliance. The Board intends that any Inducement Awards under the Inducement Award This Agreement shall is intended to be administered, interpreted, and construed drafted in a manner intended such that no amount or other benefit provided under this Agreement becomes subject to comply with (a) gross income inclusion under Section 409A of the Internal Revenue Code of 1986, as amended (“CodeSection 409A”) or (b) interest and additional tax under Section 409A (collectively, “Section 409A Penalties”), including, where appropriate, the regulations issued thereunder construction of defined terms to have meanings that would not cause the imposition of the Section 409A Penalties. Any provisions of the Agreement that are subject to Section 409A are intended to comply with all applicable requirements of Section 409A, or an exemption from the application of Section 409A, and shall be interpreted and administered accordingly. Notwithstanding any provision of this Agreement to the contrary, if any benefit provided hereunder would be subject to Section 409A Penalties because the timing of such benefit is not delayed as required by Section 409A for a “specified employee” (as defined under Section 409A), then if Grantee is on the applicable date a specified employee, any such benefit that Grantee would otherwise be entitled to receive during the first six months following Grantee’s “separation from service” (as defined under Section 409A) shall be accumulated and paid, within ten (10) days after the date that is six months following Grantee’s date of “separation from service”, or such earlier date upon which such benefit can be provided under Section 409A without being subject to the Section 409A Penalties such as, for example, upon Grantee’s death. In no event whatsoever shall the Company or any exceptions thereto (or disregarded of its affiliates be liable to the extent such provisions cannot Participant or any party for any additional tax, interest or penalties that may be so administered, interpreted, or construed). If the Committee determines that an Inducement Award, Inducement Award Agreement, payment, distribution, deferral election, transaction imposed on Participant or any other action person by Section 409A 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 any damages for failing 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 Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is to be paid 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 2-1/2 months after the end of the calendar year in which the Inducement Award became vested unless (a) deferred pursuant to Section 5.5 otherwise permitted under the exemption provisions of Section 409A.

Code Section 409A Compliance. The Board intends It is Company’s intent that any Inducement Awards amounts paid under the Inducement Award this Agreement shall be administered, interpreted, and construed in a manner intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended amended, and the regulations promulgated thereunder (“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 Code Section 409A, unless ”) or qualify for an exception to Code Section 409A because 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 amounts paid under Section 409A(a)(1)(B) of the Code, rescinded in order this Plan are structured to comply with the requirements of exceptions to Code Section 409A to the extent determined by the Committee without the consent of or notice to the Grantee. Notwithstanding the foregoing409A. This Agreement shall be interpreted, operated and administered in a manner consistent with respect to any Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is to be paid out when vestedthese intentions, such and payment shall be made in a manner consistent with Code Section 409A and its applicable exceptions. No payments to be made under this Agreement may be accelerated or deferred except as soon specifically permitted under Code Section 409A. To the extent that any regulations or other guidance issued under Code Section 409A would result in Employee being subject to payment of additional income taxes or interest under Code Section 409A, 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 taxes or interest. All payments to be made upon a termination of employment under this Plan may only be made upon a “separation from service” under Code Section 409A. Each payment of compensation under this Agreement shall be treated as administratively feasible 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 lesser of two times (a) Employee’s annual compensation in the year preceding the year of the Termination 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 Inducement Award becomes vested, but in no event shall such payment be made later than 2-1/2 date that is 6 months after the end of Termination Date. In no event may Employee, directly or indirectly, designate the calendar year of a payment and where payment may occur in which one year or the Inducement Award became vested unless (a) deferred pursuant to Section 5.5 otherwise permitted under next, it shall be made in the exemption provisions of Section 409A.second year.

Code Section 409A Compliance. The Board intends parties hereto recognize that any Inducement Awards under the Inducement Award certain provisions of this Agreement shall may be administered, interpreted, and construed in a manner intended to comply with affected by Section 409A of the Internal Revenue Code and guidance issued thereunder, and agree to amend this Agreement, or take such other action as may be necessary or advisable, to comply with Section 409A. It is intended that all payments hereunder shall comply with Section 409A and the regulations promulgated thereunder so as to not subject the Executive to payment of 1986interest or any additional tax under Section 409A. In furtherance thereof, as amended (“Code”)if payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the regulations issued thereunder • payment or any exceptions thereto (provision of such amount or disregarded benefit shall be postponed to the earliest date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In addition, to the extent such that any regulations or other guidance issued under Section 409A (after application of the previous provisions cannot be so administered, interpreted, or construedof this Section (12)(j). If ) would result in the Committee determines that an Inducement Award, Inducement Award Agreement, payment, distribution, deferral election, transaction Executive's being subject to the payment of interest 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 tax under Section 409A, unless the Committee parties agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Section 409A, which amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Company and the Executive. Notwithstanding anything herein to the contrary, it is expressly determines otherwiseunderstood that at any time the Company (or any related employer treated with the Company as the service recipient for purposes of Code Section 409A) is publicly traded on an established securities market (as defined for purposes of Code Section 409A), if a payment or provision of an amount or benefit constituting a deferral of compensation is to be made pursuant to the terms of this Agreement to the Executive on account of a Separation from Service (as defined under the UIL CIC Plan II) at a time when the Executive is a Specified Employee (as defined for purposes of Code Section 409A(a)(2)(B)(i)), such grant of Inducement Award, payment, distribution, deferral election, transaction or other action or arrangement deferred compensation 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 paid 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 Executive prior to the extent determined by the Committee without the consent of or notice to the Grantee. Notwithstanding the foregoing, with respect to any Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which date that is to be paid 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 2-1/2 six (6) months after the end Separation from Service. In the event this restriction applies, the deferred compensation that the Executive would have otherwise been entitled to during the restriction period will be accumulated and paid (without adjustment for the delay in payment) on the first business day of the calendar year seventh month following the date of the Executive's Separation from Service. The parties hereto intend that the Agreement, as amended, be consistent with IRS Notice 2007-78, IRS Notice 2007-86 and other Code Section 409A transition relief, and it shall be interpreted accordingly. All of the other terms and conditions of the Agreement shall remain in which the Inducement Award became vested unless (a) deferred pursuant to Section 5.5 otherwise permitted under the exemption provisions of Section 409A.full force and effect. THE UNITED ILLUMINATING COMPANY Attest: /s/ Xxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxxxx Xxxxx Xxxxx Xxxxx X. Xxxxxxxxx Vice President Total Rewards UIL Holdings Corporation, President and Chief Executive Officer The United Illuminating Company Chief Executive Officer By: /s/Xxxxxxx Xxxxxx III Xxxxxxx Xxxxxx III

Code Section 409A Compliance. The Board intends parties hereto recognize that any Inducement Awards under the Inducement Award certain provisions of this Agreement shall may be administered, interpreted, and construed in a manner intended to comply with affected by Section 409A of the Internal Revenue Code and guidance issued thereunder, and agree to amend this Agreement, or take such other action as may be necessary or advisable, to comply with Section 409A. It is intended that all payments hereunder shall comply with Section 409A and the regulations promulgated thereunder so as to not subject the Executive to payment of 1986interest or any additional tax under Section 409A. In furtherance thereof, as amended (“Code”)if payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the regulations issued thereunder payment or any exceptions thereto (provision of such amount or disregarded benefit shall be postponed to the earliest date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In addition, to the extent such that any regulations or other guidance issued under Section 409A (after application of the previous provisions cannot be so administered, interpreted, or construed). If of this Section (10)(k) would result in the Committee determines that an Inducement Award, Inducement Award Agreement, payment, distribution, deferral election, transaction Executive’s being subject to the payment of interest 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 tax under Section 409A, unless the Committee parties agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Section 409A, which amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Company and the Executive. Notwithstanding anything herein to the contrary, it is expressly determines otherwiseunderstood that at any time the Company (or any related employer treated with the Company as the service recipient for purposes of Section 409A) is publicly traded on an established securities market (as defined for purposes of Section 409A), if a payment or provision of an amount or benefit constituting a deferral of compensation is to be made pursuant to the terms of this Agreement to the Executive on account of a Separation from Service at a time when the Executive is a Specified Employee (as defined for purposes of Section 409A(a)(2)(B)(i)), such grant of Inducement Award, payment, distribution, deferral election, transaction or other action or arrangement deferred compensation 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 paid 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 Executive prior to the extent determined by the Committee without the consent of or notice to the Grantee. Notwithstanding the foregoing, with respect to any Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which date that is to be paid 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 2-1/2 six (6) months after the end Separation from Service. In the event this restriction applies, the deferred compensation that the Executive would have otherwise been entitled to during the restriction period will be accumulated and paid (without adjustment for the delay in payment) on the first business day of the calendar year seventh month following the date of the Executive’s Separation from Service or, if earlier, the Executive’s estate or personal representative upon his death. Each payment made in which the Inducement Award became vested unless (a) deferred pursuant a series of payments under this Agreement shall be deemed to Section 5.5 otherwise permitted under the exemption provisions be a separate payment for purposes of Section 409A.

Code Section 409A Compliance. The Board intends that any Inducement Awards under the Inducement Award This Separation Agreement shall be administered, interpreted, and construed in a manner is intended to comply with with, or be exempt from, to the extent applicable, Section 409A of the U.S. Internal Revenue Code of 1986, as amended amended, and the rules and regulations promulgated thereunder (“CodeCode Section 409A”), and the parties hereto agree to interpret this Separation Agreement in the least restrictive manner necessary to comply therewith or be exempt therefrom and without resulting in any increase in the amounts owed hereunder by the Company. To the maximum extent possible, any severance owed under this Separation Agreement shall be construed to fit within the “short-term deferral rule” under Code Section 409A and/or the “two times two year” involuntary separation pay exception under Code Section 409A. Notwithstanding any other provision of this Separation Agreement to the contrary, if the Executive is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder thereunder, and a payment or any exceptions thereto benefit provided for in this Separation Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Executive’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this Separation Agreement (i) shall not be paid (or disregarded commence) during the six-month period immediately following the Executive’s separation from service (except as provided in clause (ii)(B) of this Section 6.14) and (ii) shall instead be paid to the extent Executive in a lump-sum payment on the earlier of (A) the first regular payroll date of the seventh month following the Executive’s separation from service or (B) the 10th business day following the Executive’s death (but not earlier than such provisions cannot be so administered, interpreted, or construedpayment would have been made absent such death). If the Committee determines that an Inducement Award, Inducement Award Agreement, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by Executive’s termination of employment hereunder does not constitute a “separation from service” within the provisions meaning of the Inducement Award Agreement would, if undertaken, cause the Grantee to become subject to additional taxes pursuant to Code Section 409A, unless the Committee expressly determines otherwise, such grant of Inducement Award, payment, distribution, deferral election, transaction or other action or arrangement then any amounts payable hereunder and which are subject to Code Section 409A shall not be undertaken paid or commence until the Executive has experienced a “separation from service” within the meaning of Code Section 409A. In addition, no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the related provisions amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which the Executive is entitled hereunder shall be made no later than the last day of the Inducement Award Agreement and/or Inducement Award Agreement will be amended or deemed modified calendar year immediately following the calendar year in as close a manner as possible to give effect which such expenses were incurred. Notwithstanding anything herein to the original terms contrary, no member of the Inducement Award, or, only if necessary because a modification Company Group or deemed modification would not be reasonably effective in avoiding the additional income tax under Section 409A(a)(1)(B) any of the Code, rescinded in order to comply with the requirements of Section 409A their respective affiliates shall have any liability to the extent determined by the Committee without the consent of Executive or notice to the Grantee. Notwithstanding the foregoing, with respect to any Inducement Award other Person if this Separation Agreement is not exempt from or compliant with Code Section 409A, or if the payments and/or benefits provided in this Separation Agreement that are intended by the Committee to be exempt from the requirements of or compliant with Code Section 409A which is to be paid out when vested, such are not so exempt or compliant. Each payment payable under this Separation Agreement shall be made treated as soon a separate payment in a series of payments within the meaning of, and for purposes of, Code Section 409A. Notwithstanding the foregoing or anything contained in this Separation Agreement to the contrary, if payment of any amounts set forth in this Separation Agreement (other than the Accrued Benefits) are treated as administratively feasible after “non-qualified deferred compensation” under Code Section 409A, then if such payments or benefits could commence in more than one taxable year depending on when the Inducement Award becomes vestedRelease is executed (regardless of when the Release is actually executed), but then such payments and benefits that otherwise would have been payable in no event shall such payment be made later than 2-1/2 months after the end of the calendar year in which the Inducement Award became vested unless Separation Date occurs shall be withheld and instead shall be payable on the first payroll date in the calendar year immediately following the calendar year in which the Separation Date occurs (a) deferred pursuant with all remaining payments to Section 5.5 otherwise permitted under the exemption provisions be made as if no such delay had occurred). For purposes of Section 409A.3 of this Separation Agreement, the Separation Date shall be interpreted to mean the date on which Executive incurs a “separation from service” with the Company (within the meaning of Code Section 409A). Exhibit 10.1

Code Section 409A Compliance. The Board intends Company and you each hereby affirm that any Inducement Awards under it is their mutual view that the Inducement Award Agreement shall be administered, interpreted, provision of payments and construed in a manner benefits described or referenced herein are either exempt from or intended to comply with 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 compliance with the requirements of Section 409A of the Code and the Treasury regulations relating thereto (“Section 409A”) and that each party’s tax reporting will be 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” 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 a separate payment of compensation. Notwithstanding anything contained herein to the contrary, to the extent determined by required in order to avoid accelerated taxation and/or tax penalties under Section 409A, fee amounts in Section 4.1 that constitute nonqualified deferred compensation and would otherwise be payable pursuant to this Agreement on account of separation from service during the Committee without six-month period immediately following the consent of Retirement Date will instead be paid on the first business day after the date that is six months following the Retirement Date (or notice death, if earlier). Notwithstanding anything to the Grantee. Notwithstanding the foregoingcontrary in this Agreement, all reimbursements and in- 8 kind benefits provided under this Agreement will be made or provided in accordance with respect to any Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is 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 paid out when vestedprovided, such payment shall in any other calendar year; (y) the reimbursement of an eligible expense will be made as soon as administratively feasible after the Inducement Award becomes vested, but in no event shall such payment be made later than 2-1/2 months after the end last day of the calendar year following the year in which the Inducement Award became vested unless expense is incurred; and (az) deferred pursuant the right to Section 5.5 otherwise permitted reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Neither the Company nor its affiliates will be liable in any manner for any federal, state or local income or excise taxes (including but not limited to any taxes under Sections 409A of the exemption provisions Code), or penalties or interest with respect thereto, as a result of the payment of any compensation or benefits hereunder or the inclusion of any such compensation or benefits or the value thereof in your income. You acknowledge and agree that the Company will not be responsible for any additional taxes or penalties resulting from the application of Section 409A.

Code Section 409A Compliance. The Board intends Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any Inducement Awards under the Inducement Award Agreement shall definitions hereunder) will be administered, interpreted, and construed in a manner intended to comply that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with the Company constitute “deferred compensation” under Section 409A and Executive is, on Executive’s Separation From Service, a “specified employee” of the Internal Revenue Code of 1986Company or any successor entity thereto, 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 term is defined in 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)(B409A(a)(2)(B)(i) of the Code, rescinded in order to comply with the requirements of Section 409A then, solely, to the extent determined by necessary to avoid the Committee without incurrence of the consent adverse personal tax consequences under Section 409A, the timing of the payments upon Executive’s Separation From Service shall be delayed until the earlier to occur of: (a) the date that is six months and one day after Executive’s Separation From Service or notice (b) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the Granteesum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. Notwithstanding None of the foregoingseverance benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a Exhibit 10.4 “specified employee” (as described above) or until the effectiveness of the Release, with respect to any Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is to all amounts will be paid out when vested, such payment shall be made as soon as administratively feasible after practicable in accordance with the Inducement Award becomes vested, but in Company’s normal payroll practices and no event shall such payment interest will be made later than 2-1/2 months after the end of the calendar year in which the Inducement Award became vested unless (a) deferred pursuant to Section 5.5 otherwise permitted under the exemption provisions of Section 409A.due on any amounts so deferred.

Code Section 409A Compliance. The Board intends Company and you each hereby affirm that any Inducement Awards under it is their mutual view that the Inducement Award Agreement shall be administered, interpreted, provision of payments and construed in a manner benefits described or referenced herein are either exempt from or intended to comply with 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 compliance with the requirements of Section 409A of the Code and the Treasury regulations relating thereto (“Section 409A”) and that each party’s tax reporting will be 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” 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 a separate payment of compensation. Notwithstanding anything contained herein to the contrary, to the extent determined by 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 would otherwise be payable pursuant to this Agreement on account of separation from service during the Committee without six-month period immediately following the consent of Retirement Date will instead be paid on the first business day after the date that is six months following the Retirement Date (or notice death, if earlier). Notwithstanding anything to the Grantee. Notwithstanding the foregoingcontrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement will be made or provided in accordance with respect to any Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is 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 paid out when vestedprovided, such payment shall in any other calendar year; (y) the reimbursement of an eligible expense will be made as soon as administratively feasible after the Inducement Award becomes vested, but in no event shall such payment be made later than 2-1/2 months after the end last day of the calendar year following the year in which the Inducement Award became vested unless expense is incurred; and (az) deferred pursuant the right to Section 5.5 otherwise permitted reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Neither the Company nor its affiliates will be liable in any manner for any federal, state or local income or excise taxes (including but not limited to any taxes under Sections 409A of the exemption provisions Code), or penalties or interest with respect thereto, as a result of the payment of any compensation or benefits hereunder or the inclusion of any such compensation or benefits or the value thereof in your income. You acknowledge and agree that the Company will not be responsible for any additional taxes or penalties resulting from the application of Section 409A.

Code Section 409A Compliance. The Board intends Company and you each hereby affirm that any Inducement Awards under it is their mutual view that the Inducement Award Agreement shall be administered, interpreted, provision of payments and construed in a manner benefits described or referenced herein are either exempt from or intended to comply with 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 compliance with the requirements of Section 409A of the Code and the Treasury regulations relating thereto (“Section 409A”) and that each party’s tax reporting will be 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 a separate payment of compensation. Notwithstanding anything to the extent determined by the Committee without the consent of contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement will be made or notice to the Grantee. Notwithstanding the foregoing, provided in accordance with respect to any Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is 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 paid out when vestedprovided, such payment shall in any other calendar year; (y) the reimbursement of an eligible expense will be made as soon as administratively feasible after the Inducement Award becomes vested, but in no event shall such payment be made later than 2-1/2 months after the end last day of the calendar year following the year in which the Inducement Award became vested unless expense is incurred; and (az) deferred pursuant the right to Section 5.5 otherwise permitted reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Neither the Company nor its affiliates will be liable in any manner for any federal, state or local income or excise taxes (including but not limited to any taxes under Sections 409A of the exemption provisions Code), or penalties or interest with respect thereto, as a result of the payment of any compensation or benefits hereunder or the inclusion of any such compensation or benefits or the value thereof in your income. You acknowledge and agree that the Company will not be responsible for any additional taxes or penalties resulting from the application of Section 409A.

Code Section 409A Compliance. The Board intends intent of the parties to this Agreement is that any Inducement Awards under the Inducement Award Agreement shall payments and benefits paid or provided hereunder be administered, interpreted, and construed in a manner intended to exempt from or comply with Section 409A of the Internal Revenue Code of 1986Code, as amended (“Code”), and the regulations issued and guidance promulgated thereunder (together, “Section 409A”) and that this Agreement shall be interpreted and administered in accordance with such intention. Notwithstanding anything herein to the 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 employment is necessary in order to prevent any exceptions thereto accelerated or additional tax under Section 409A, then the commencement of such payments or benefits hereunder shall be delayed until the date that is six (or disregarded 6) months and one day following Executive’s termination of employment with Company; provided that, 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 foregoingIRS Notice 2016-6, with respect to any Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is to be paid 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 a payment described in this sentence be made later than 2-1/2 paid prior to the date which is eighteen (18) months after and one day following [IN- SERT DATE OF AMENDMENT]. For purposes of any payments and benefits which are (i) subject to Section 409A and (ii) payable due to a termination of Executive's employment, Executive shall not be considered to have terminated employment with Company until Executive incurs a “separation from service” from Company within the end meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the calendar Code, and any 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 under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the Inducement Award became vested unless expense was incurred and the amount of expenses eligible for reimbursement (aand in-kind benefits provided to Executive) deferred pursuant to Section 5.5 otherwise permitted under the exemption provisions of Section 409A.during any one year may not effect amounts reimbursable or provided in any subsequent year.

Code Section 409A Compliance. (i) The Board intends intent of the parties is that any Inducement Awards payments and benefit under this Agreement comply with or be exempt from Internal Revenue Code Section 409A and the Inducement Award regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be administered, interpreted, and construed interpreted to be in compliance therewith. If the Executive provides the Company with documentation from Executive’s tax counsel of a manner intended to comply 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 Internal Revenue Code of 1986, as amended (“Code”)reason therefore) or the Company independently makes such determination, the regulations issued thereunder or any exceptions thereto Company and the Executive agree to work in good faith to reform such provision (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 permitted under 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 minimum extent reasonably necessary to conform with Section 409A. To 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 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 requirements 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 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 determined by the Committee without the consent of that such modification or notice to the Grantee. Notwithstanding the foregoing, with respect to any Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is to be paid 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 2-1/2 months after the end of the calendar year in which the Inducement Award became vested unless amendment would (a) deferred pursuant 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 5.5 otherwise permitted 409A, or for any taxes, penalties or interest incurred by Executive under the exemption provisions of Section 409A.

Code Section 409A Compliance. The Board intends that any Inducement Awards Deferrals, whether elective or mandatory under the Inducement Award terms of this Agreement (this generally includes terms providing for post-termination vesting), shall be administered, interpreted, and construed in a manner intended to comply with requirements under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Other provisions of this Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations (including any other applicable guidance) as presently in effect or hereafter implemented, (i) a distribution in settlement of Units to Employee triggered by a Termination of Employment will occur only if the regulations issued thereunder Termination constitutes a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) and, if at the time of such separation from service Employee is a “specified employee” under Code Section 409A(a)(2)(B)(i) and a delay in distribution is required in order that Employee will not be subject to a tax penalty under Code Section 409A, such distribution in settlement of Units will occur at the date six months after Termination of Employment; (ii) any Units deemed to constitute a deferral of compensation under Code Section 409A will be subject to accelerated settlement under Section 9(a) of the Plan or otherwise upon a Change in Control only if there occurs a transaction relating to the Change in Control that constitutes a change in the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation within the meaning of Section 409A(a)(2)(A)(v), with the settlement in such case to be triggered by the occurrence of such transaction; and (iii) any exceptions thereto (rights of Employee or disregarded retained authority of the Company with respect to Units hereunder shall be automatically modified and limited to the extent such provisions cannecessary so that Employee will not be deemed to be in constructive receipt of income relating to the Units prior to the distribution and 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 Employee shall not be undertaken and subject to any penalty under Code Section 409A. In this regard, the related provisions Company shall have no retained discretion to accelerate the settlement 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 Units beyond that permitted under Section 409A(a)(1)(B) of the Code, rescinded in order to comply with the requirements of Code Section 409A to the extent determined by the Committee without the consent of or notice to the Grantee. Notwithstanding the foregoing, with respect to triggering any Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is to be paid 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 2-1/2 months after the end of the calendar year in which the Inducement Award became vested unless (a) deferred pursuant to Section 5.5 otherwise permitted under the exemption provisions of Section 409A.tax penalty.

Code Section 409A Compliance. The Board intends Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any Inducement Awards under the Inducement Award Agreement shall definitions hereunder) will be administered, interpreted, and construed in a manner intended to comply that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with the Company constitute “deferred compensation” under Section 409A and Executive is, on Executive’s Separation From Service, a “specified employee” of the Internal Revenue Code of 1986Company or any successor entity thereto, as amended (“such term is defined in Section 409A(a)(2)(B)(i) of Exhibit 10.4 the Code”), the regulations issued thereunder or any exceptions thereto (or disregarded then, solely, to the extent such provisions cannot be so administered, interpreted, or construed). If necessary to avoid 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 incurrence of the Inducement Award Agreement would, if undertaken, cause the Grantee to become subject to additional taxes pursuant to adverse personal tax consequences under 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 timing of the Inducement Award Agreement and/or Inducement Award payments upon Executive’s Separation From Service shall be delayed until the earlier to occur of: (a) the date that is six months and one day after Executive’s Separation From Service or (b) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement will commence or otherwise be amended or deemed modified in as close a manner as possible to give effect delivered prior to the original terms effective date of the Inducement Award, or, only if necessary Release. Except to the minimum extent that payments must be delayed because Executive is a modification “specified employee” (as described above) or deemed modification would not be reasonably effective in avoiding until the additional income tax under Section 409A(a)(1)(B) effectiveness of the CodeRelease, 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 Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is to all amounts will be paid out when vested, such payment shall be made as soon as administratively feasible after practicable in accordance with the Inducement Award becomes vested, but in Company’s normal payroll practices and no event shall such payment interest will be made later than 2-1/2 months after the end of the calendar year in which the Inducement Award became vested unless (a) deferred pursuant to Section 5.5 otherwise permitted under the exemption provisions of Section 409A.due on any amounts so deferred.

Code Section 409A Compliance. The Board intends intent of the parties is that any Inducement Awards payments and benefits under this Agreement comply with IRC Section 409A and the Inducement Award regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be administered, interpreted, and construed interpreted to be in a manner compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under IRC Section 409A (or is intended to comply qualify for an exemption under 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 IRC Section 409A of the Internal Revenue Code of 1986and corresponding Treasury regulations. Additionally, 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 reimbursements under this Agreement are subject to the provisions of the Inducement Award Agreement wouldIRC Section 409A , if undertaken, cause the Grantee any such reimbursements payable to become subject Executive will be paid 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 Executive no later than December 31 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 year following 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 Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is to be paid 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 2-1/2 months after the end of the calendar year in which the Inducement Award became vested unless (a) deferred pursuant 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 IRC Section 5.5 otherwise permitted under 409A or fails to satisfy an intended exemption from IRC Section 409A. In no event whatsoever shall the exemption provisions of Company be liable for any additional tax, interest or penalty that may be imposed on Executive by IRC Section 409A.

Code Section 409A Compliance. The Board intends that any Inducement Awards Deferrals, whether elective or mandatory under the Inducement Award terms of this Agreement (this generally includes terms providing for post-termination vesting), shall be administered, interpreted, and construed in a manner intended to comply with requirements under Section 409A of the Internal Revenue Code (the ‘‘Code’’). Other provisions of 1986this Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations (including any other applicable guidance) as presently in effect or hereafter implemented, (i) a distribution in settlement of Units to Employee triggered by a Termination of Employment will occur only if the Termination constitutes a ‘‘separation from service’’ within the meaning of Code Section 409A(a)(2)(A)(i) and, if at the time of such separation from service Employee is a ‘‘specified employee’’ under Code Section 409A(a)(2)(B)(i) and a delay in distribution is required in order that Employee will not be subject to a tax penalty under Code Section 409A, such distribution in settlement of Units will be subject to the six-month delay rule as specified in the Company’s document titled ‘‘Compliance Rules Under Section 409A of the Internal Revenue Code (Including Global Amendment to Certain Outstanding Restricted Stock Units)’’ (the ‘‘Compliance Rules’’); (ii) any Units deemed to constitute a deferral of compensation under Code Section 409A will be subject to accelerated settlement under Section 9(a) of the Plan or otherwise upon a Change in Control only if the Change in Control constitutes a change in the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation within the meaning of Section 409A(a)(2)(A)(v), as amended specified in the ‘‘Change in Control Rule’’ in the Compliance Rules; and (“Code”), iii) any rights of Employee or retained authority of the regulations issued thereunder or any exceptions thereto (or disregarded Company with respect to Units hereunder shall be automatically modified and limited to the extent such provisions cannecessary so that Employee will not be deemed to be in constructive receipt of income relating to the Units prior to the distribution and so administeredthat Employee shall not be subject to any penalty under Code Section 409A, interpretedto the extent permitted under 409A. In this regard, or construed)the Company shall have no retained discretion to accelerate the settlement of the Units beyond that permitted under Code Section 409A without triggering any tax penalty. If the Committee determines that an Inducement Award, Inducement This Award Agreement, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the shall be subject to applicable 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 Compliance Rules in all 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 Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is to be paid 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 2-1/2 months after the end of the calendar year in which the Inducement Award became vested unless (a) deferred pursuant to Section 5.5 otherwise permitted under the exemption provisions of Section 409A.respects.

Code Section 409A Compliance. The Board intends that any Inducement Awards Deferrals, whether elective or mandatory under the Inducement Award terms of this Agreement (this generally includes terms providing for post-termination vesting), shall be administered, interpreted, and construed in a manner intended to comply with requirements under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Other provisions of this Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations (including any other applicable guidance) as presently in effect or hereafter implemented, (i) a distribution in settlement of Units to Employee triggered by a Termination of Employment will occur only if the regulations issued thereunder Termination constitutes a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) and, if at the time of such separation from service Employee is a “specified employee” under Code Section 409A(a)(2)(B)(i) and a delay in distribution is required in order that Employee will not be subject to a tax penalty under Code Section 409A, such distribution in settlement of Units will occur at the date six months after Termination of Employment; (ii) any Units deemed to constitute a deferral of compensation under Code Section 409A will be subject to accelerated settlement under Section 9(a) of the Plan or otherwise upon a Change in Control only if the Change in Control constitutes a change in the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation within the meaning of Section 409A(a)(2)(A)(v);and (iii) any exceptions thereto (rights of Employee or disregarded retained authority of the Company with respect to Units hereunder shall be automatically modified and limited to the extent such provisions cannecessary so that Employee will not be deemed to be in constructive receipt of income relating to the Units prior to the distribution and 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 Employee shall not be undertaken and subject to any penalty under Code Section 409A. In this regard, the related provisions Company shall have no retained discretion to accelerate the settlement 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 Units beyond that permitted under Section 409A(a)(1)(B) of the Code, rescinded in order to comply with the requirements of Code Section 409A to the extent determined by the Committee without the consent of or notice to the Grantee. Notwithstanding the foregoing, with respect to triggering any Inducement Award intended by the Committee to be exempt from the requirements of Section 409A which is to be paid 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 2-1/2 months after the end of the calendar year in which the Inducement Award became vested unless (a) deferred pursuant to Section 5.5 otherwise permitted under the exemption provisions of Section 409A.tax penalty.