Common use of Code Section 409A Compliance Clause in Contracts

Code Section 409A Compliance. a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. b) An "Employment Separation" shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following an Employment Separation unless such Employment Separation is also a "separation from service" within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to an Employment Separation or like terms shall mean "separation from service." If the Executive is deemed on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a "separation from service," such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such "separation from service" of the Executive, and (ii) the date of the Executive's death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c) All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. d) For purposes of Code Section 409A, the Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to Change in Control & Non-competition Agreement I receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "payment shall be made within thirty (30) days"), the actual date of payment within the specified period shall be within the sole discretion of the Company. e) In no event shall any payment under this Agreement that constitutes "deferred compensation" for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise."

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A.. (b) An "Employment Separation" A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following an Employment Separation a termination of employment that are considered “non-qualified deferred compensation” under Code Section 409A unless such Employment Separation termination is also a "“separation from service" ” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to an Employment Separation a “termination,” “termination of employment” or like terms shall mean "“separation from service." ” If the Executive Employee is deemed on the date of termination to be a "“specified employee" ” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered non-qualified deferred compensation under Code Section 409A payable on account of a "“separation from service," ” such payment or benefit shall be made or provided at the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such "“separation from service" ” of the ExecutiveEmployee, and (iiB) the date of the Executive's Employee’s death (the "“Delay Period"”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c) All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. d) For purposes of Code Section 409A, the Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to Change in Control & Non-competition Agreement I receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "payment shall be made within thirty (30) days"), the actual date of payment within the specified period shall be within the sole discretion of the Company. e) In no event shall any payment under this Agreement that constitutes "deferred compensation" for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise."all

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement shall be exempt from, or comply with with, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewithconsistent with that intent. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to be exempt from, or to comply with, Code Section 409A. (b) In the event that any provision of this Agreement is determined by the Company or the Executive to not be exempt from, or to not comply with, Code Section 409A, the Company shall fully cooperate with the Executive to reform this Agreement to effect an exemption from Code Section 409A or to correct any noncompliance with Code Section 409A to the extent permitted under any guidance, procedure, or method promulgated by the Internal Revenue Service now or in the future that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of noncompliance with Code Section 409A. b(c) An "Employment Separation" A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered deferred compensation under Code Section 409A that are payable upon or following an Employment Separation a termination of employment unless such Employment Separation termination is also a "“separation from service" within ” with the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to an Employment Separation a “termination,” “termination of employment,” or like terms shall mean "“separation from service." If ” (d) Notwithstanding any other payment date or schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a "“specified employee" ” within the meaning of that term under Code Section 409A(a)(2)(B), then with each of the following shall apply: (i) With regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a "“separation from service," ” to the extent required under Code Section 409A such payment or benefit shall be made or provided at on the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such "“separation from service" ” of the Executive, and (iiB) the date of the Executive's ’s death (the "“Delay Period"”). Upon the expiration of the Delay Period, all All payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) preceding sentence shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with sum on the normal payment dates specified for them herein. c) All expenses or other reimbursements under this Agreement shall be made on or prior to the last first day of the taxable year seventh month following the taxable year in which such expenses were incurred by Executive’s “separation from service;” and (ii) To the Executive (provided extent that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses benefits to be reimbursed were incurred), provided during the Delay Period are considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. d) For purposes of benefits are not otherwise exempt from Code Section 409A, the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Executive (to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive's right to receive ) the Company’s share of the cost of such benefits on the first day of the seventh month following the Executive’s “separation from service” and any installment payments pursuant to remaining benefit shall be provided by the Company following expiration of the Delay Period in accordance with the procedures specified herein. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be treated as a right subject to Change in Control & Non-competition Agreement I receive a series of separate and distinct payments. offset, counterclaim or recoupment by any other amount payable to Executive unless otherwise permitted by Code Section 409A. (f) Whenever a payment under provision of this Agreement specifies a payment period with reference to a number of days (( e.g., "“payment shall be made within thirty ten (3010) days"days of such termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. e) In no event shall any payment under this Agreement that constitutes "deferred compensation" for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise."

Code Section 409A Compliance. Notwithstanding any provision of this Agreement to the contrary: (a) The If and to the extent any payment or benefits under this Agreement are otherwise subject to the requirements of Code Section 409A, the intent of the parties is that payments such payment and benefits under this Agreement shall comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted interpreted, and such payment and benefits shall be paid or provided under such other conditions determined by the Company that cause such payment and benefits, to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. The Company and the Operating Subsidiary make no representation that any or all of the payments or benefits provided under this Agreement will be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to any such payments or benefits. In no event whatsoever shall the Company Westell Companies be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) An "Employment Separation" A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following an Employment Separation Executive’s termination of employment unless such Employment Separation termination is also a "“separation from service" ” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to an Employment Separation a “termination,” “termination of employment” or like terms shall mean "“separation from service." If ” (c) Each severance payment payable to Executive under Section 3.3 or 3.4, as applicable, shall be treated as a separate and distinct “payment” for purposes of Code Section 409A. Accordingly, any such payments that would otherwise be payable (i) within 2-½ months after the end of the Company’s taxable year containing Executive’s employment termination date, or (ii) within 2-½ months after Executive’s taxable year containing Executive’s employment termination date, whichever occurs later (the “Short Term Deferral Period”), are exempt from Code Section 409A. Furthermore, any such payments paid after the Short Term Deferral Period are exempt from Code Section 409A as severance pay due to an involuntary separation from service to the extent that the sum of those payments is equal to or less than the maximum amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) (the “Involuntary Separation Amount”) because such payments are payable only upon Executive’s “involuntary” separation from service for purposes of Code Section 409A. Accordingly, the sum of (A) such payments that are paid within the Short Term Deferral Period and (B) such payments paid after the Short Term Deferral Period that do not exceed the Involuntary Separation Amount are exempt from Code Section 409A and, therefore, notwithstanding any provision of the Plan to the contrary, if Executive is deemed on a “specified employee” (as defined in Code Section 409A), only those payments that are not otherwise exempt from Code Section 409A under clause (A) and (B) above and that would otherwise have been payable in the first six (6) months following Executive’s termination of employment will not be paid to Executive until the date that is six months after the date of Executive’s termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B)employment (or, then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a "separation from service," such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the if earlier, Executive’s date of such "separation from service" of the Executive, and (ii) the date of the Executive's death (the "Delay Period"death). Upon the expiration of the Delay Period, all Any such deferred payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall will be paid or reimbursed to the Executive in a lump sum, and ; provided that no such actions shall reduce the amount of any remaining payments and benefits due otherwise payable to Executive under this Agreement Agreement. Thereafter, the remainder of any such payments shall be paid or provided payable in accordance with the normal payment dates specified for them hereinSection 3.3 or 3.4, as applicable. c(d) All expenses or other reimbursements to Executive under this Agreement Agreement, if any, shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. d(e) For purposes of Code Section 409A, the Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to Change in Control & Non-competition Agreement I receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "“payment shall be made within thirty (30) days"”), the actual date of payment within the specified period shall be within the sole discretion of the Company. e(f) In no event shall any payment under this Agreement that constitutes "“deferred compensation" ” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise." (g) To the extent required under Code Section 409A, (i) any reference herein to the term “Agreement” shall mean this Agreement and any other plan, agreement, method, program, or other arrangement, with which this Agreement is required to be aggregated under Code Section 409A., and (ii) any reference herein to the term “Company” and “Operating Subsidiary” shall mean the Company, the Operating Subsidiary, and all persons with whom the Company and the Operating Subsidiary would be considered a single employer under Code Section 414(b) or 414(c).

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement either are exempt from or comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement (and payments and benefits hereunder) shall be interpreted to be exempt from or in compliance therewith. To the extent that any provision hereof is modified However, in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or for damages for failing to comply be exempt from or in compliance with Code Section 409A. (b) An "Employment Separation" A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following an Employment Separation a termination of employment unless such Employment Separation termination is also a "“separation from service" ” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to an Employment Separation a “termination,” “termination of employment” or like terms shall mean "“separation from service." If ” (c) Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a "“specified employee" ” within the meaning of that term under Code Section 409A(a)(2)(B), then with each of the following shall apply: (i) With regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a "“separation from service," ” such payment or benefit shall be made or provided at on the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such "“separation from service" ” of the Executive, and (iiB) the date of the Executive's ’s death (the "“Delay Period"). ”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and (ii) To the extent that any benefits to be provided during the Delay Period is considered deferred compensation under Code Section 409A provided on account of a “separation from service,” the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified herein. c(d) All Subject to the applicable terms and conditions contained in Section 3(e), all reimbursements of expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income Executive. Any right to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. No such reimbursement, expenses eligible for reimbursement reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other taxable year. d(e) For purposes of Code Section 409A, the Executive's ’s right to receive any installment payments payment pursuant to this Agreement shall be treated as a right to Change in Control & Non-competition Agreement I receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "“payment shall be made within thirty (30) days"days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. e(f) In Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes "“deferred compensation" ” for purposes of Code Section 409A be offset subject to offset, counterclaim or recoupment by any other payment pursuant amount payable to the Executive unless and to the extent otherwise permitted by Code Section 409A. Unless this Agreement provides a specified and objectively determinable payment schedule to the contrary, to the extent that any payment of base salary or otherwise."other compensation is to be paid for a specified continuing period of time beyond the date of the Executive’s termination of employment in accordance with the Company’s payroll practices (or other similar term), the payments of such base salary or other compensation shall be made upon such schedule as in effect upon the date of termination, but no less frequently than monthly. SIGNATURES ON THE FOLLOWING PAGE

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (“Code Section 409A”) or comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Bank shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. b(c) An "Employment Separation" A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following an Employment Separation a termination of employment unless such Employment Separation termination is also a "“separation from service" ” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to an Employment Separation a “termination” or “termination of employment” or like terms references shall mean "separation from service." . If the Executive is deemed on the date of termination separation from service with the Bank to be a "“specified employee" ,” within the meaning of that term under Code Section 409A(a)(2)(B)) and using the identification methodology selected by the Bank from time to time, or if none, the default methodology, then with regard to any payment or the provision of any benefit that is considered deferred compensation under required to be delayed in compliance with Code Section 409A payable on account of a "separation from service," 409A(a)(2)(B), such payment or benefit shall not be made or provided at the date which is prior to the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of such "the Executive’s separation from service" of the Executive, and service or (ii) the date of the Executive's death (’s death. In the "Delay Period")case of benefits required to be delayed under Code Section 409A, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six-month delay period and then be reimbursed by the Bank thereafter when delayed payments are made pursuant to the next sentence. Upon On the expiration first day of the Delay Periodseventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments and benefits delayed pursuant to this Section 18(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If any cash payment is delayed under this Section 18(c), then interest shall be paid on the amount delayed, with such interest to be calculated at the prime rate reported in The Wall Street Journal for the date of the Executive’s termination to the date of payment. c(d) All With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits subject to Code Section 409A, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other reimbursements taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under this Agreement shall be made on or prior any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the last day of period the taxable year following the taxable year arrangement is in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such effect. All reimbursements shall be paid reimbursed in accordance with the Bank’s reimbursement policies but in no event later than March 15th of the calendar year following the calendar year in which the expenses related expense is incurred. (e) If under this Agreement, an amount is to be reimbursed were incurred)paid in two or more installments, and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. d) For purposes of Code Section 409A, the Executive's right to receive any each installment payments pursuant to this Agreement shall be treated as a right separate payment. In the event any payment payable upon termination of employment would be exempt from Code Section 409A under Treas. Reg. § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to Change the Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in Control & Non-competition Agreement I receive a series time on or after such termination of separate and distinct payments. Whenever employment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "“payment shall be made within thirty ten (3010) days"days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the CompanyBank. e(g) In no event Notwithstanding any of the provisions of this Agreement, the Bank shall not be liable to the Executive if any payment under this Agreement that constitutes "deferred compensation" for purposes of Code Section 409A or benefit which is to be offset by any other payment provided pursuant to this Agreement and which is considered deferred compensation subject to Code Section 409A otherwise fails to comply with, or otherwise."be exempt from, the requirements of Code Section 409A.

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (“Code Section 409A”) or comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. b(c) An "Employment Separation" A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following an Employment Separation a termination of employment unless such Employment Separation termination is also a "“separation from service" ” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to an Employment Separation a “termination” or “termination of employment” or like terms references shall mean "separation from service." . If the Executive is deemed on the date of termination separation from service with the Company to be a "“specified employee" ”, within the meaning of that term under Code Section 409A(a)(2)(B)) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or the provision of any benefit that is considered deferred compensation under required to be delayed in compliance with Code Section 409A payable on account of a "separation from service," 409A(a)(2)(B), such payment or benefit shall not be made or provided at the date which is prior to the earlier of (i) the expiration of the six (6)-month six- month period measured from the date of such "the Executive’s separation from service" of the Executive, and service or (ii) the date of the Executive's death (’s death. In the "Delay Period")case of benefits required to be delayed under Code Section 409A, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Company thereafter when delayed payments are made pursuant to the next sentence. Upon On the expiration first day of the Delay Periodseventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments and benefits delayed pursuant to this Section 8(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c(d) All With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits subject to Code Section 409A, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other reimbursements taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under this Agreement shall be made on or prior any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the last day of period the taxable year following the taxable year arrangement is in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such effect. All reimbursements shall be paid reimbursed in accordance with the Company’s reimbursement policies but in no event later than March 15th of the calendar year following the calendar year in which the expenses related expense is incurred. (e) If under this Agreement, an amount is to be reimbursed were incurred)paid in two or more installments, and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. d) For purposes of Code Section 409A, the Executive's right to receive any each installment payments pursuant to this Agreement shall be treated as a right to Change in Control & Non-competition Agreement I receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "“payment shall be made within thirty ten (3010) days"days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.” e(g) In no event Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive if any payment under this Agreement that constitutes "deferred compensation" for purposes of Code Section 409A or benefit which is to be offset by any other payment provided pursuant to this Agreement and which is considered deferred compensation subject to Code Section 409A otherwise fails to comply with, or otherwise."be exempt from, the requirements of Code Section 409A.

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (“Code Section 409A”) or comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. b(c) An "Employment Separation" A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following an Employment Separation a termination of employment unless such Employment Separation termination is also a "“separation from service" ” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to an Employment Separation a “termination” or “termination of employment” or like terms references shall mean "separation from service." . If the Executive is deemed on the date of termination separation from service with the Company to be a "“specified employee" ”, within the meaning of that term under Code Section 409A(a)(2)(B)) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or the provision of any benefit that is considered deferred compensation under required to be delayed in compliance with Code Section 409A payable on account of a "separation from service," 409A(a)(2)(B), such payment or benefit shall not be made or provided at the date which is prior to the earlier of (i) the expiration of the six (6)-month six- month period measured from the date of such "the Executive’s separation from service" of the Executive, and service or (ii) the date of the Executive's death (’s death. In the "Delay Period")case of benefits required to be delayed under Code Section 409A, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Company thereafter when delayed payments are made pursuant to the next sentence. Upon On the expiration first day of the Delay Periodseventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments and benefits delayed pursuant to this Section 8(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c(d) All With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits subject to Code Section 409A, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other reimbursements taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under this Agreement shall be made on or prior any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the last day of period the taxable year following the taxable year arrangement is in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such effect. All reimbursements shall be paid reimbursed in accordance with the Company’s reimbursement policies but in no event later than March 15th of the calendar year following the calendar year in which the expenses related expense is incurred. (e) If under this Agreement, an amount is to be reimbursed were incurred)paid in two or more installments, and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. d) For purposes of Code Section 409A, the Executive's right to receive any each installment payments pursuant to this Agreement shall be treated as a right to Change in Control & Non-competition Agreement I receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "“payment shall be made within thirty ten (3010) days"days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. e(g) In no event Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive if any payment under this Agreement that constitutes "deferred compensation" for purposes of Code Section 409A or benefit which is to be offset by any other payment provided pursuant to this Agreement and which is considered deferred compensation subject to Code Section 409A otherwise fails to comply with, or otherwise."be exempt from, the requirements of Code Section 409A.

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A or comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted to be construed in compliance therewith. To a manner consistent with the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable requirements for any additional tax, interest avoiding taxes or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with penalties under Code Section 409A. (b) An "Employment Separation" Neither Employee nor the Bank shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A. Any payment of an amount subject to Code Section 409A that is required to be delayed because of applicable law will be made (to the extent the Bank has determined that the amount is still to be paid to the Employee) at the earliest date at which time the Bank reasonably anticipates that the making of the payment will not cause a violation of such law. (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits that are subject to Code Section 409A and that are paid upon or following an Employment Separation a termination of employment or resignation unless such Employment Separation termination or resignation is also a "“separation from service" ” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to an Employment Separation a “termination” or “termination of employment” or “resignation” or like terms references shall mean "separation from service." . If the Executive Employee is deemed on the date of termination separation from service with the Bank to be a "“specified employee" ”, within the meaning of that term under Code Section 409A(a)(2)(B)) and using the identification methodology selected by the Bank from time to time, or if none, the default methodology, then with regard to any payment or the provision of any benefit that is considered deferred compensation under required to be delayed in compliance with Code Section 409A payable on account of a "separation from service," 409A(a)(2)(B), such payment or benefit shall not be made or provided at the date which is prior to the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of such "Employee’s separation from service" of the Executive, and service or (ii) the date of Employee’s death. In the Executive's death (case of benefits, however, Employee may pay the "Delay Period")cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Bank thereafter when delayed payments are made pursuant to the next sentence. Upon On the expiration first day of the Delay Periodseventh month following the date of Employee’s separation from service or, if earlier, on the date of Employee’s death, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c(d) All With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits that are subject to Code Section 409A, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other reimbursements taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under this Agreement shall be made on or prior any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the last day of period the taxable year following the taxable year arrangement is in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such effect. All reimbursements shall be paid reimbursed in accordance with the Bank’s reimbursement policies but in no event later than March 15th of the calendar year following the calendar year in which the expenses related expense is incurred. (e) If under this Agreement, an amount is to be reimbursed were incurred)paid in two or more installments, and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. d) For purposes of Code Section 409A, the Executive's right to receive any each installment payments pursuant to this Agreement shall be treated as a right to Change in Control & Non-competition Agreement I receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "“payment shall be made within thirty ten (3010) days"days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the CompanyBank. e(g) In no event Notwithstanding any of the provisions of this Agreement, the Bank shall not be liable to Employee if any payment under this Agreement that constitutes "deferred compensation" for purposes of Code Section 409A or benefit which is to be offset by any other payment provided pursuant to this Agreement and which is considered deferred compensation subject to Code Section 409A otherwise fails to comply with, or otherwise."be exempt from, the requirements of Code Section 409A.

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and applicable guidance issued thereunder (“Code Section 409A”) or comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither Employee nor the Corporation shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. b(c) An "Employment Separation" A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits that subject to Code Section 409A and that are paid upon or following an Employment Separation a termination of employment unless such Employment Separation termination is also a "“separation from service" ” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to an Employment Separation a “termination” or “termination of employment” or like terms references shall mean "separation from service." . If the Executive Employee is deemed on the date of termination separation from service with the Corporation to be a "“specified employee" ”, within the meaning of that term under Code Section 409A(a)(2)(B)) and using the identification methodology selected by the Corporation from time to time, or if none, the default methodology, then with regard to any payment or the provision of any benefit that is considered deferred compensation under required to be delayed in compliance with Code Section 409A payable on account of a "separation from service," 409A(a)(2)(B), such payment or benefit shall not be made or provided at the date which is prior to the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of such "Employee’s separation from service" of the Executive, and service or (ii) the date of Employee’s death. In the Executive's death (case of benefits, however, Employee may pay the "Delay Period")cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Corporation thereafter when delayed payments are made pursuant to the next sentence. Upon On the expiration first day of the Delay Periodseventh month following the date of Employee’s separation from service or, if earlier, on the date of Employee’s death, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c(d) All With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits that are subject to Code Section 409A, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other reimbursements taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under this Agreement shall be made on or prior any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the last day of period the taxable year following the taxable year arrangement is in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such effect. All reimbursements shall be paid reimbursed in accordance with the Corporation’s reimbursement policies but in no event later than March 15th of the calendar year following the calendar year in which the expenses related expense is incurred. (e) If under this Agreement, an amount is to be reimbursed were incurred)paid in two or more installments, and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. d) For purposes of Code Section 409A, the Executive's right to receive any each installment payments pursuant to this Agreement shall be treated as a right to Change in Control & Non-competition Agreement I receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "“payment shall be made within thirty ten (3010) days"days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the CompanyCorporation. e(g) In no event Notwithstanding any of the provisions of this Agreement, the Corporation shall not be liable to Employee if any payment under this Agreement that constitutes "deferred compensation" for purposes of Code Section 409A or benefit which is to be offset by any other payment provided pursuant to this Agreement and which is considered deferred compensation subject to Code Section 409A otherwise fails to comply with, or otherwisebe exempt from, the requirements of Code Section 409."

Code Section 409A Compliance. a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. b) An "Employment Separation" shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following an Employment Separation unless such Employment Separation is also a "separation from service" within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to an Employment Separation or like terms shall mean "separation from service." If the Executive is deemed on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a "separation from service," such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such "separation from service" of the Executive, and (ii) the date of the Executive's death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c) All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. d) For purposes of Code Section 409A, the Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to Change in Control & Non-competition Agreement I Mohamed 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 thirty (30) days"), the actual date of payment within the specified period shall be within the sole discretion of the Company. e) In no event shall any payment under this Agreement that constitutes "deferred compensation" for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise."

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive Employee by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) An "Employment Separation" A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following an Employment Separation a termination of employment that are considered “non-qualified deferred compensation” under Code Section 409A unless such Employment Separation termination is also a "“separation from service" ” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to an Employment Separation a “termination,” “termination of employment” or like terms shall mean "“separation from service." ” If the Executive Employee is deemed on the date of termination to be a "“specified employee" ” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered non-qualified deferred compensation under Code Section 409A payable on account of a "“separation from service," ” such payment or benefit shall be made or provided at the date which is the earlier of (iA) the expiration of the six (6)-month 6)- month period measured from the date of such "“separation from service" ” of the ExecutiveEmployee, and (iiB) the date of the Executive's Employee’s death (the "“Delay Period"”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive Employee in a lump sum, sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) All With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other reimbursements taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under this Agreement any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or prior to before the last day of the Executive’s taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable yearexpense occurred. (d) For purposes of Code Section 409A, the Executive's Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to Change in Control & Non-competition Agreement I receive a series of separate and distinct payments. Whenever a In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies that is considered nonqualified deferred compensation. In no event shall the timing of Employee’s execution of the General Release, directly or indirectly, result in the Employee designating the calendar year of payment, and if a payment period with reference that is subject to a number execution of days (e.g.the General Release could be made in more than one taxable year, "payment shall be made within thirty (30) days"), in the actual date of payment within the specified period shall be within the sole discretion of the Companylater taxable year. e) In no event shall any payment under this Agreement that constitutes "deferred compensation" for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise."

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and applicable guidance issued thereunder (“Code Section 409A”) or comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither Employee nor the Corporation shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. b(c) An "Employment Separation" A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits that are subject to Code Section 409A and that are paid upon or following an Employment Separation a termination of employment unless such Employment Separation termination is also a "“separation from service" ” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to an Employment Separation a “termination” or “termination of employment” or like terms references shall mean "separation from service." . If the Executive Employee is deemed on the date of termination separation from service with the Corporation to be a "“specified employee" ”, within the meaning of that term under Code Section 409A(a)(2)(B)) and using the identification methodology selected by the Corporation from time to time, or if none, the default methodology, then with regard to any payment or the provision of any benefit that is considered deferred compensation under required to be delayed in compliance with Code Section 409A payable on account of a "separation from service," 409A(a)(2)(B), such payment or benefit shall not be made or provided at the date which is prior to the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of such "Employee’s separation from service" of the Executive, and service or (ii) the date of Employee’s death. In the Executive's death (case of benefits, however, Employee may pay the "Delay Period")cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Corporation thereafter when delayed payments are made pursuant to the next sentence. Upon On the expiration first day of the Delay Periodseventh month following the date of Employee’s separation from service or, if earlier, on the date of Employee’s death, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c(d) All With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits that are subject to Code Section 409A, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other reimbursements taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under this Agreement shall be made on or prior any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the last day of period the taxable year following the taxable year arrangement is in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such effect. All reimbursements shall be paid reimbursed in accordance with the Corporation’s reimbursement policies but in no event later than March 15th of the calendar year following the calendar year in which the expenses related expense is incurred. (e) If under this Agreement, an amount is to be reimbursed were incurred)paid in two or more installments, and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. d) For purposes of Code Section 409A, the Executive's right to receive any each installment payments pursuant to this Agreement shall be treated as a right to Change in Control & Non-competition Agreement I receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "“payment shall be made within thirty ten (3010) days"days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the CompanyCorporation. e(g) In no event Notwithstanding any of the provisions of this Agreement, the Corporation shall not be liable to Employee if any payment under this Agreement that constitutes "deferred compensation" for purposes of Code Section 409A or benefit which is to be offset by any other payment provided pursuant to this Agreement and which is considered deferred compensation subject to Code Section 409A otherwise fails to comply with, or otherwisebe exempt from, the requirements of Code Section 409."

Code Section 409A Compliance. a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. b) An "Employment Separation" shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following an Employment Separation unless such Employment Separation is also a "separation from service" within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to an Employment Separation or like terms shall mean "separation from service." If the Executive is deemed on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a "separation from service," such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such "separation from service" of the Executive, and (ii) the date of the Executive's death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c) All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for Change in Control & Non-competition Agreement I reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. d) For purposes of Code Section 409A, the Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to Change in Control & Non-competition Agreement I receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "payment shall be made within thirty (30) days"), the actual date of payment within the specified period shall be within the sole discretion of the Company. e) In no event shall any payment under this Agreement that constitutes "deferred compensation" for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise."

Code Section 409A Compliance. a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. b) An "Employment Separation" shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following an Employment Separation unless such Employment Separation is also a "separation from service" within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to an Employment Separation or like terms shall mean "separation from service." If the Executive is deemed on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a "separation from service," such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such "separation from service" of the Executive, and (ii) the date of the Executive's death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c) All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. d) For purposes of Code Section 409A, the Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to Change in Control & Non-competition Agreement I receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "payment shall be made within thirty (30) days"), the actual date of payment within the specified period shall be within the sole discretion of the Company. e) In no event shall any payment under this Agreement that constitutes "deferred compensation" for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise."

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (“Code Section 409A”) or comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor United Bank shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. b(c) An "Employment Separation" A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following an Employment Separation a termination of employment unless such Employment Separation termination is also a "“separation from service" ” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to an Employment Separation a “termination” or “termination of employment” or like terms references shall mean "separation from service." . If the Executive is deemed on the date of termination separation from service with United Bank to be a "“specified employee" ,” within the meaning of that term under Code Section 409A(a)(2)(B)) and using the identification methodology selected by United Bank or the Company from time to time, or if none, the default methodology, then with regard to any payment or the provision of any benefit that is considered deferred compensation under required to be delayed in compliance with Code Section 409A payable on account of a "separation from service," 409A(a)(2)(B), such payment or benefit shall not be made or provided at the date which is prior to the earlier of (i) the expiration first day of the six (6)-month period measured from seventh month after the date of such "the Executive’s separation from service" of the Executive, and service or (ii) the date of the Executive's death (’s death. On the "Delay Period"). Upon the expiration first day of the Delay Periodseventh month following the date of the Executive’s separation from service or, if earlier, on the date of Executive’s death, all payments and benefits delayed pursuant to this Section 21(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c(d) All With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits subject to Code Section 409A, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not 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 reimbursements taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under this Agreement shall be made on or prior any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the last day of period the taxable year following the taxable year arrangement is in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such effect. All reimbursements shall be paid reimbursed in accordance with United Bank’s reimbursement policies but in no event later than March 15th of the calendar year following the calendar year in which the expenses related expense is incurred. (e) If under this Agreement, an amount is to be reimbursed were incurred)paid in two or more installments, and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. d) For purposes of Code Section 409A, the Executive's right to receive any each installment payments pursuant to this Agreement shall be treated as a right separate payment. In the event any payment payable upon termination of employment would be exempt from Code Section 409A under Treas. Reg. § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to Change Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in Control & Non-competition Agreement I receive a series time on or after such termination of separate and distinct payments. Whenever employment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "“payment shall be made within thirty ten (3010) days"days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the CompanyUnited Bank. e(g) In no event Notwithstanding any of the provisions of this Agreement, United Bank shall not be liable to the Executive if any payment under this Agreement that constitutes "deferred compensation" for purposes of Code Section 409A or benefit which is to be offset by any other payment provided pursuant to this Agreement and which is considered deferred compensation subject to Code Section 409A otherwise fails to comply with, or otherwise."be exempt from, the requirements of Code Section 409A.

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) An "“Employment Separation" ” shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following an Employment Separation unless such Employment Separation is also a "“separation from service" ” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to an Employment Separation or like terms shall mean "“separation from service." ” If the Executive is deemed on the date of termination to be a "“specified employee" ” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a "“separation from service," ” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such "“separation from service" ” of the Executive, and (ii) the date of the Executive's ’s death (the "“Delay Period"”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) For purposes of Code Section 409A, the Executive's ’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to Change in Control & Non-competition Agreement I receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "“payment shall be made within thirty (30) days"”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) In no event shall any payment under this Agreement that constitutes "“deferred compensation" ” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise."” By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President, Chief Human Resources Officer /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Executive Vice President and Chief Financial Officer

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement either are exempt from or comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement (and payments and benefits hereunder) shall be interpreted to be exempt from or in compliance therewith. To the extent that any provision hereof is modified However, in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive Employee by Code Section 409A or for damages for failing to comply be exempt from or in compliance with Code Section 409A. (b) An "Employment Separation" A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following an Employment Separation a termination of employment unless such Employment Separation termination is also a "“separation from service" ” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to an Employment Separation a “termination,” “termination of employment” or like terms shall mean "“separation from service." If ” (c) Notwithstanding any other payment schedule provided herein to the Executive contrary, if the Employee is deemed on the date of termination to be a "“specified employee" ” within the meaning of that term under Code Section 409A(a)(2)(B), then with each of the following shall apply: (i) With regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a "“separation from service," ” such payment or benefit shall be made or provided at on the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such "“separation from service" ” of the ExecutiveEmployee, and (iiB) the date of the Executive's Employee’s death (the "“Delay Period"). ”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive Employee in a lump sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and (ii) To the extent that any benefits to be provided during the Delay Period is considered deferred compensation under Code Section 409A provided on account of a “separation from service,” the Employee shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Employee, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Employee, the Company's share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified herein. c(d) All reimbursements of expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income Employee. Any right to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. No such reimbursement, expenses eligible for reimbursement reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other taxable year. d(e) For purposes of Code Section 409A, the Executive's Employee’s right to receive any installment payments payment pursuant to this Agreement shall be treated as a right to Change in Control & Non-competition Agreement I receive a series of separate and distinct payments. . (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g.,, "“payment shall be made within thirty (30) days"days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. e(g) In Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes "“deferred compensation" ” for purposes of Code Section 409A be offset subject to offset, counterclaim or recoupment by any other payment pursuant amount payable to the Employee unless and to the extent otherwise permitted by Code Section 409A. (h) Unless this Agreement provides a specified and objectively determinable payment schedule to the contrary, to the extent that any payment of base salary or otherwiseother compensation is to be paid for a specified continuing period of time beyond the date of the Employee’s termination of employment in accordance with the Company’s payroll practices (or other similar term), the payments of such base salary or other compensation shall be made upon such schedule as in effect upon the date of termination, but no less frequently than monthly."

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement shall be exempt from, or comply with with, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewithconsistent with that intent. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to be exempt from, or to comply with, Code Section 409A. (b) In the event that any provision of this Agreement is determined by the Company or the Executive to not be exempt from, or to not comply with, Code Section 409A, the Company shall fully cooperate with the Executive to reform this Agreement to effect an exemption from Code Section 409A or to correct any noncompliance with Code Section 409A to the extent permitted under any guidance, procedure, or method promulgated by the Internal Revenue Service now or in the future that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of noncompliance with Code Section 409A. b(c) An "Employment Separation" A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered deferred compensation under Code Section 409A that are payable upon or following an Employment Separation a termination of employment unless such Employment Separation termination is also a "“separation from service" within ” with the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to an Employment Separation a “termination,” “termination of employment,” or like terms shall mean "“separation from service." If ” (d) Notwithstanding any other payment date or schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a "“specified employee" ” within the meaning of that term under Code Section 409A(a)(2)(B), then with each of the following shall apply: (i) With regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a "“separation from service," ” to the extent required under Code Section 409A such payment or benefit shall be made or provided at on the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such "“separation from service" ” of the Executive, and (iiB) the date of the Executive's ’s death (the "“Delay Period"”). Upon the expiration of the Delay Period, all All payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) preceding sentence shall be paid or reimbursed to the Executive in a lump sumsum on the first business day of the seventh month following the Executive’s “separation from service”, with interest on any such payments calculated using an interest rate not less than the average prime interest rate published in the Wall Street Journal on such payment date; and (ii) To the extent that any benefits to be provided during the Delay Period are considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Executive (to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive) the Company’s share of the cost of such benefits on the first day of the seventh month following the Executive’s “separation from service” and any remaining payments and benefits due under this Agreement benefit shall be paid or provided by the Company following expiration of the Delay Period in accordance with the normal payment dates procedures specified for them herein. c) All expenses or other reimbursements under . The payments described in this Agreement paragraph shall be made with interest, calculated using an interest rate not less than the average prime interest rate published in the Wall Street Journal on such payment date. (e) With respect to any amount of expenses eligible for reimbursement or prior the provision of any in-kind benefits under this Agreement, to the last day extent such payment or benefit would be considered deferred compensation under Code Section 409A or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including, without limitation, expenses associated with in-kind benefits) will be reimbursed by the Company no later than December 31st of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement provided by the Company in any one taxable year shall in any way affect the expenses eligible for reimbursement amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. d(f) For Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A409A be subject to offset, counterclaim or recoupment by any other amount payable to the Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to Change in Control & Non-competition Agreement I receive a series of separate and distinct payments. Executive unless otherwise permitted by Code Section 409A. (g) Whenever a payment under provision of this Agreement specifies a payment period with reference to a number of days (e.g., "“payment shall be made within thirty ten (3010) days"days of such termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. e) In no event shall any payment under this Agreement that constitutes "deferred compensation" for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise."

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) An "“Employment Separation" ” shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits benefit upon or following an Employment Separation unless such Employment Separation is also a "“separation from service" ” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to an Employment Separation or like terms shall mean "“separation from service." ” If the Executive is deemed on the date of termination to be a "“specified employee" ” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a "“separation from service," ” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such "“separation from service" ” of the Executive, and (ii) the date of the Executive's ’s death (the "“Delay Period"”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) For purposes of Code Section 409A, the Executive's ’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to Change in Control & Non-competition Agreement I receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "“payment shall be made within thirty (30) days"”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) In no event shall any payment under this Agreement that constitutes "“deferred compensation" ” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise."” SIXTH: Except as specifically modified herein, the Agreement shall remain in full force and effect in accordance with all of the terms and conditions thereof.

Code Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or any damages for failing to comply with Code Section 409A.409A, except those that are caused solely by the Company’s willful actions or inactions that were not consented to or approved by the Executive. (b) An "Employment Separation" A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following an Employment Separation a termination of employment that are considered “non-qualified deferred compensation” under Code Section 409A unless such Employment Separation termination is also a "“separation from service" ” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to an Employment Separation a “termination,” “termination of employment” or like terms shall mean "“separation from service." ” If the Executive is deemed on the date of termination to be a "“specified employee" ” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered non-qualified deferred compensation under Code Section 409A payable on account of a "“separation from service," ” such payment or benefit shall be made or provided at the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such "“separation from service" ” of the Executive, and (iiB) the date of the Executive's ’s death (the "“Delay Period"”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c) All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. d) For purposes of Code Section 409A, the Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to Change in Control & Non-competition Agreement I receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "payment shall be made within thirty (30) days"), the actual date of payment within the specified period shall be within the sole discretion of the Company. e) In no event shall any payment under this Agreement that constitutes "deferred compensation" for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise."under