Common use of Code Section 409A Clause in Contracts

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreement, if any, and any other severance payments or separation benefits, in each case which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Code Section 409A. Notwithstanding anything to the contrary in It is intended that this Agreement, if Employee is a “specified employee” within the meaning of Agreement comply with Code Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), then only that portion of to the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to extent applicable. This Agreement shall be administered in a manner consistent with this Agreement, if anyintent, and any other severance payments or separation benefits, in each case which may be considered deferred compensation under provision that would cause this Agreement to fail to satisfy Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the shall have no force or effect until amended to comply with Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. 409A. Notwithstanding anything herein in this Agreement to the contrary, if Employee dies following his termination but prior in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then to the extent necessary to comply with Section 409A, such payment or benefit shall not be made, provided or commenced until six month anniversary of his date of terminationmonths after Executive’s separation from service. Lump sum payments shall be made, then any payments delayed in accordance with this paragraph will be payable in a lump sum without interest, as soon as administratively practicable after following the date of Employee’s death six-month delay. Any installments otherwise due during the six-month delay shall be paid in a lump sum, without interest, as soon as administratively practicable following the six-month delay, and all other Deferred Compensation Separation Benefits will the remaining installments shall be payable paid in accordance with the original schedule. For purposes of Section 409A, the right to a series of installment payments shall be treated as a right to a series of separate payments. Each separate payment schedule applicable to each in the series of separate payments shall be analyzed separately for purposes of determining whether such payment is subject to, or benefit. It is the intent of this Agreement to comply with exempt from compliance with, the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject 409A. Notwithstanding anything in this Agreement to the contrary, to the extent required in order to avoid accelerated taxation and/or additional tax imposed taxes under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any ambiguities herein will one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be interpreted to so comply.liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any the final regulations and any guidance promulgated thereunder, as they each may be amended from time to time thereunder (“Section 409A”) at the time of the Employee’s termination (other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company)death) or resignation, then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee the Employee, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case which may be benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made that are payable within the first six (6) months following the Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and employment, will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following his or her termination but prior to the six (6) month anniversary of his date of or her termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of Each payment and benefit payable under this Agreement is intended to comply with the requirements constitute a separate payment for purposes of Section 409A so that none 1.409A-2(b)(2) of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complyTreasury Regulations.

Code Section 409A. Notwithstanding anything It is the intent of the parties that this Agreement be interpreted and administered in compliance with the requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to the contrary in extent applicable. In this connection, the Bank will have authority to take any action, or refrain from taking any action, with respect to this Agreement that is reasonably necessary to ensure compliance with Code section 409A (provided that the Bank will choose the action that best preserves the value of the payments and benefits provided to Executive under this Agreement), if Employee and the parties agree that this Agreement will be interpreted in a manner that is consistent with Code section 409A. In furtherance, but not in limitation of the foregoing: (a) in the event that Executive is a “specified employee” within the meaning of Section Code section 409A, payments which constitute a “deferral of compensation” under Code section 409A of and which would otherwise become due during the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time first six (“Section 409A”6) at the time of Employeemonths following Executive’s termination other than due to Employeeof employment will be delayed and all such delayed payments will be paid in full in the seventh (7th) month after the Executive’s death (termination of employment, and all subsequent payments will be paid in accordance with their original payment schedule, provided that the above delay will not apply to any payments that are excepted from coverage by Code section 409A, such as those payments covered by the short-term deferral exception described in Treasury Regulations section 1.409A-1(b)(4); (b) notwithstanding any other provision of this Agreement, a termination is of Executive’s employment hereunder will mean, and be interpreted consistent with, a “separation from service” within the meaning of Section Code section 409A; and (c) with respect to the reimbursement of fees and expenses provided for herein, as determined by the Company)following will apply: (i) unless a specific time period during which such expense reimbursements and tax gross-up payments may be incurred is provided for herein, then only that portion such time period will be deemed to be Executive’s lifetime; (ii) the amount of expenses eligible for reimbursement hereunder in any particular year will not affect the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreement, if any, and expenses eligible for reimbursement in any other severance payments or separation benefits, in each case which may be considered deferred compensation under Section 409A year; (together, iii) the “Deferred Compensation Separation Benefits”), which (when considered together) do right to reimbursement of expenses will not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to liquidation or exchange for any other benefit; and (iv) the additional reimbursement of an eligible expense or a tax imposed under Section 409A, and any ambiguities herein gross-up payment will be interpreted to so complymade on or before the last day of the calendar year following the calendar year in which the expense was incurred or the tax was remitted, as the case may be.

Code Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder (“Section 409A”). Further, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of EmployeeExecutive’s termination separation from service (other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Companydeath), then only that portion of and the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case which may be are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following EmployeeExecutive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and separation from service will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee Executive dies following his termination but prior to the six (6) month anniversary of his date of terminationseparation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of Each payment and benefit payable under this Agreement is intended to comply with the requirements constitute separate payments for purposes of Section 409A so that none 1.409A-2(b)(2) of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complyTreasury Regulations.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any the final regulations and any other guidance promulgated thereunder, as they each may be amended from time to time thereunder (“Section 409A”) at the time of Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within his termination, and the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”)) will not and could not under any circumstances, regardless of when such termination occurs, be paid in full by the fifteenth day of the third month of the Company’s fiscal year following Executive’s termination, then only that portion of the Deferred Compensation Separation Benefits which (when considered together) do not exceed the Section 409A Limit (as defined hereinbelow) may be made within the first six (6) months following EmployeeExecutive’s termination of employment in accordance with the payment schedule applicable to each such payment or benefit. For these purposes, each severance payment is hereby designated as a separate payment and will not collectively be treated as a single payment. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit shall accrue and, to the extent such portion of the Deferred Compensation Separation Benefits would otherwise due to Employee on or have been payable within the first six (6) month period months following EmployeeExecutive’s termination will accrue during such six (6) month period and of employment, will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It This provision is the intent of this Agreement intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

Code Section 409A. (a) Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be considered due or payable until Executive has a “separation from service” within the meaning of Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”). Further, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of Employee’s termination his or her separation from service (other than due to EmployeeExecutive’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Companydeath), then only that portion of the cash severance and shares subject to accelerated RSUs benefits payable to Employee pursuant to Executive under this AgreementAgreement that are considered deferred compensation under Section 409A, if any, and any other severance payments or separation benefits, in each case which may be benefits that are considered deferred compensation under Section 409A 409A, if any (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee Executive on or within the six (6) month period following Employee’s termination his or her separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employmentseparation from service. All subsequent payments of Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee If Executive dies following his termination or her separation from service but prior to the six (6) month anniversary of his or her date of terminationseparation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to Executive’s estate as soon as administratively practicable after the date of Employee’s his or her death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreement, if any, and any other severance payments or separation benefits, in each case which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.”

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if the Employee is a “"specified employee” " within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any the final regulations and any guidance promulgated thereunder, as they each may be amended from time to time thereunder (“"Section 409A”") at the time of the Employee’s 's termination of employment (other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Companydeath), then only that portion of the cash severance and shares subject to accelerated RSUs benefits payable to the Employee pursuant to under this Agreement, if any, and any other severance payments or separation benefits, in each case which benefits that may be considered deferred compensation under Section 409A (together, the “"Deferred Compensation Separation Benefits”), which (when considered together") do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to the Employee on or within the six (6) month period following the Employee’s 's termination of employment will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the date six (6) months and one (1) day following the date of the Employee’s 's termination of employment. All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following his termination of employment but prior to the six (6) month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to the Employee's estate as soon as administratively practicable after the date of the Employee’s 's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It This provision is the intent of this Agreement intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.. The Corporation and the Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Employee under Section 409A.

Code Section 409A. Notwithstanding anything To the extent applicable, the parties intend that this Agreement shall be interpreted and construed in a manner consistent with the applicable provisions of Code Section 409A, including any regulations or other guidance promulgated thereunder. For purposes thereof: (a) each payment under this Agreement shall be treated as a separate payment; (b) the exclusions for short-term deferrals and payments on account of involuntary termination of employment shall be applied to the contrary in this Agreement, fullest extent applicable; (c) payments to be made upon a termination of employment or on account of Executive’s Separation Date that are deemed to constitute deferred compensation within the meaning of Code Section 409A shall be made upon Executive’s “separation from service” as determined thereunder; (d) any reference herein to the termination of Executive’s employment or to Executive’s termination date or words of similar import shall mean and be deemed to refer to the date of his “separation from service” within the meaning of Code Section 409A; (e) if Employee Executive is a “specified employee” within the meaning of Code Section 409A, payments that are deemed to constitute deferred compensation within the meaning of Code Section 409A and that are payable on account of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of EmployeeExecutive’s termination other than due to Employee’s death (provided that such termination is a “separation from service, shall be delayed for six months as required under Code Section 409A, and shall be made when first permitted, without liability for interest or loss of investment opportunity thereon; (f) with respect to the deemed “deferred compensation” within the meaning of Code Section 409A, as determined by the Company), then only that portion of the cash severance all reimbursements and shares subject to accelerated RSUs payable to Employee pursuant to this Agreement, if any, and any other severance in-kind payments or separation benefits, in each case which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will during one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (g) any reimbursement of an eligible expense shall be made promptly after proper substantiation of such expenses, but in no event later than the last day of the calendar year following the calendar year in which the expense was incurred and the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for any other benefit; and (h) any amount due hereunder that may be paid in one of two calendar years shall be paid in the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complysecond such year.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time thereunder (collectively “Section 409A”) at the time of EmployeeExecutive’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within termination, and the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case which benefits may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), then only that portion of the Deferred Compensation Separation Benefits which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following EmployeeExecutive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee Executive on or within the six (6) month period following EmployeeExecutive’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A of the Code and any the final regulations and any other guidance promulgated thereunder, as they each may be amended from time to time thereunder (“Section 409A”) at the time of Employee’s termination other than due her termination, and the severance payable to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company)if any, then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”)) will not and could not under any circumstances, regardless of when such termination occurs, be paid in full by the fifteenth day of the third month of the Company’s fiscal year following Employee’s termination, then only that portion of the Deferred Compensation Separation Benefits which (when considered together) do not exceed the Section 409A Limit (as defined hereinbelow) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each such payment or benefit. For these purposes, each severance payment is hereby designated as a separate payment and will not collectively be treated as a single payment. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit shall accrue and, to the extent such portion of the Deferred Compensation Separation Benefits would otherwise due to Employee on or have been payable within the first six (6) month period months following Employee’s termination will accrue during such six (6) month period and of employment, will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It This provision is the intent of this Agreement intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time thereunder (“Section 409A”) at the time of Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company)termination, then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreement, if any, and any other severance payments or separation benefits, in each case benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Code Section 409A. 17.1 Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder (“Section 409A”). Further, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of EmployeeExecutive’s termination (other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Companydeath), then only that portion of and the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case which may be are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following EmployeeExecutive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee Executive dies following his termination but prior to the six (6) month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of Each payment and benefit payable under this Agreement is intended to comply with the requirements constitute separate payments for purposes of Section 409A so that none 1.409A-2(b)(2) of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complyTreasury Regulations.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and official guidance promulgated thereunder, as they each may be amended from time to time thereunder (“Section 409A”) at the time of EmployeeExecutive’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of , as such term is defined in Section 409A, as determined by the Company), then only that and any portion of the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if anyincluding the vesting of the balance, and or some lesser portion of the balance, of any restricted stock unit award is accelerated in connection with Executive’s separation from service, when considered together with any other severance payments or separation benefits, in each case benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”)) will not and could not under any circumstances, regardless of when such separation from service occurs, be paid in full by the fifteenth (15th) day of the third (3rd) month of the Company’s fiscal year following Executive’s separation from service, then only that portion of the Deferred Compensation Separation Benefits which (when considered together) do not exceed the Section 409A Limit (as defined hereinin Section 3) may be made within the first six (6) months following EmployeeExecutive’s termination of employment separation from service in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit shall accrue and, to the extent such portion of the Deferred Compensation Separation Benefits would otherwise due to Employee on or have been payable within the first six (6) month period months following EmployeeExecutive’s termination will accrue during such six (6) month period and separation from service, will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Code Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder (“Section 409A”). Further, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of EmployeeExecutive’s termination separation from service (other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Companydeath), then only that portion of and the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case which may be are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following EmployeeExecutive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and separation from service will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee Executive dies following his her termination but prior to the six (6) month anniversary of his date of terminationher separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of Each payment and benefit payable under this Agreement is intended to comply with the requirements constitute separate payments for purposes of Section 409A so that none 1.409A-2(b)(2) of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complyTreasury Regulations.

Code Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder (“Section 409A”). Further, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of EmployeeExecutive’s termination separation from service (other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Companydeath), then only that portion of and the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case which may be are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following EmployeeExecutive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and separation from service will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee Executive dies following his termination but prior to the six (6) month anniversary of his date of terminationseparation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of Each payment and benefit payable under this Agreement is intended to comply with the requirements constitute a separate payment for purposes of Section 409A so that none 1.409A-2(b)(2) of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complyTreasury Regulations.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any the final regulations and any other guidance promulgated thereunder, as they each may be amended from time to time thereunder (“Section 409A”) at the time of Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within her termination, and the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”)) will not and could not under any circumstances, regardless of when such termination occurs, be paid in full by the fifteenth day of the third month of the Company’s fiscal year following Executive’s termination, then only that portion of the Deferred Compensation Separation Benefits which (when considered together) do not exceed the Section 409A Limit (as defined hereinbelow) may be made within the first six (6) months following EmployeeExecutive’s termination of employment in accordance with the payment schedule applicable to each such payment or benefit. For these purposes, each severance payment is hereby designated as a separate payment and will not collectively be treated as a single payment. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit shall accrue and, to the extent such portion of the Deferred Compensation Separation Benefits would otherwise due to Employee on or have been payable within the first six (6) month period months following EmployeeExecutive’s termination will accrue during such six (6) month period and of employment, will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It This provision is the intent of this Agreement intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

Code Section 409A. Notwithstanding anything to the contrary in this AgreementAgreement solely with respect to the timing of the payment of any severance payments or benefits other than payment on account of Executive’s termination due to Executive’s death, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code and any final regulations and guidance promulgated thereunderof 1986, as they each amended (the “Code”) (as it has been and may be amended from time to time time) and any regulations and guidance promulgated thereunder (“Section 409A”) at the time of EmployeeExecutive’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company)termination, then only that portion of to the cash extent any severance and shares subject to accelerated RSUs payments payable to Employee Executive pursuant to this Agreement, if any, and any other severance payments or separation benefits, in each case which may be considered deferred compensation benefits are a plan or part of a plan providing for the “deferral of compensation” under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee Executive on or within the six (6) month period following EmployeeExecutive’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employment, unless Executive dies following the termination of his employment, in which case, the Deferred Compensation Separation Benefits will be paid to the personal representative of Executive’s estate (which shall be Executive’s living trust, or if there is none, his probate estate) as soon as practicable following his death. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Code Section 409A. Notwithstanding anything (a) The parties hereto acknowledge that any payment to the contrary in this Agreementbe made hereunder, if Employee is a “specified employee” within the meaning of may or will be subject to Section 409A of the Internal Revenue Code of 1986, as amended, and any final regulations and or other guidance promulgated thereunder, as they each may be amended from time to time issued thereunder (“Section 409A”) ), and that the requirements of Section 409A are still being developed and interpreted at this time. Notwithstanding anything in this Agreement to the time of Employee’s termination other than due contrary, in the event that Employer or Employee reasonably determine that amendments to Employee’s death (provided that such termination is a “separation from service” within the meaning of this Agreement are necessary or appropriate in order to comply with Section 409A, as determined by the Company), then only including amendments necessary to ensure that portion of the cash severance and shares such payments will not be subject to accelerated RSUs payable Section 409A, Employer and Employee shall negotiate in good faith to amend the Agreement on a prospective or retroactive basis, in a manner that is mutually satisfactory to the parties but no amendment shall diminish the aggregate amount to be paid to Employee pursuant hereunder. (b) Notwithstanding anything herein to this Agreementthe contrary, if any, and any other severance payments or separation benefits, in each case which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within during the first six (6) months following after the termination of Employee’s termination of employment pursuant to Paragraphs 2(c), 2 (d) or Paragraph 10 (“Six Month Period”), Employee’s Special Retirement Benefit or Retirement Benefit, as applicable, (i) if payable in accordance with the payment schedule applicable installments, such installments will not begin to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due be paid to Employee on or within the six (6) month period following Employee’s termination during such Six Month Period but rather such installments otherwise payable during such Six Month Period will accrue (together with interest thereon at the Prime Rate of Citibank N.A. in effect from time to time during such six (6Six Month Period) month period and will become payable shall be paid in a lump sum payment on in the date six seventh month after termination with Employee receiving installment payments thereafter, or (6ii) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum, such lump sum as soon as administratively practicable after (together with interest thereon at the date Prime Rate of Employee’s death and all other Deferred Compensation Separation Benefits will Citibank N.A. in effect from time to time during such Six Month Period) shall not be payable in accordance with until the payment schedule applicable to each payment or benefit. It is the intent end of this Agreement to comply with the requirements of such Six Month Period, unless Employer and Employee mutually determine that, under Section 409A so that none of the severance payments (and benefits to be provided hereunder any Internal Revenue guidance issued thereunder), additional taxes, and interest will be subject not apply if such installments or lump sum, are paid prior to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complyexpiration of such Six Months Period. 14.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time thereunder (collectively “Section 409A”) at the time of EmployeeExecutive’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of (as defined under Section 409A) that is not as a result of his death, as determined by and the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case which benefits may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), then only that portion of the Deferred Compensation Separation Benefits which (when considered together) do does not exceed the Section 409A Limit (as defined hereinabove) may be made within the first six (6) months following EmployeeExecutive’s termination separation of employment service in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee Executive on or within the six (6) month period following EmployeeExecutive’s termination separation of service will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination separation of employmentservice date. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee Executive dies following his termination separation of service but prior to the six (6) month anniversary of his the date of terminationthereof, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with with, or be exempt from, the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complycomply or be exempt, as applicable. All references to a termination of Executive’s employment hereunder shall be deemed to occur only if there is a “separation from service” as defined under Section 409A. Each payment and benefit under this Agreement is hereby designated as a separate payment for purposes of Section 409A. Any reimbursements shall be made or provided in accordance with Section 409A, including but not limited to, the following provisions: (i) the amount of any expense reimbursement or in-kind benefit provided during a taxable year shall not affect any expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of the eligible expense shall be made no later than the last day of the Executive’s taxable year that immediately follows the taxable year in which the expense was incurred; and (iii) the right to any reimbursement shall not be subject to liquidation or exchange for another benefit or payment.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time thereunder (collectively “Section 409A”) at the time of EmployeeExecutive’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of (as defined under Section 409A) that is not as a result of his death, as determined by and the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case which benefits may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), then only that portion of the Deferred Compensation Separation Benefits which (when considered together) do does not exceed the Section 409A Limit (as defined hereinabove) may be made within the first six (6) months following EmployeeExecutive’s termination separation of employment service in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee Executive on or within the six (6) month period following EmployeeExecutive’s termination separation of service will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination separation of employmentservice date. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee Executive dies following his termination separation of service but prior to the six (6) month anniversary of his the date of terminationthereof, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.. All payments to be made to Executive upon a termination of employment pursuant to this Agreement may only be made upon a “separation from service” as defined under Section 409A.

Code Section 409A. Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) at in connection with such separation shall not be made or commence until the time of date which is six (6) months after Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within (or, if earlier, Employee’s death). Such deferral shall only be effected to the meaning extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by Employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, as determined by the Company), then only that portion which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the cash severance Code and shares subject to accelerated RSUs payable to Employee pursuant to this Agreementthe interpretative guidance thereunder, if anyincluding the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any other severance payments or separation benefits, in each case which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent provision of this Agreement needs to comply with be revised to satisfy the requirements of Section 409A so that none of the severance payments Code, then such provision shall be modified or restricted to the extent and benefits in the manner necessary to be provided hereunder will be subject to in compliance with such requirements of the additional tax imposed under Section 409A, Code and any ambiguities herein such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be interpreted to so complytreated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §1.409A-2(b)(2)(iii) (or any similar or successor provisions).

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any the final regulations and any other guidance promulgated thereunder, as they each may be amended from time to time thereunder (“Section 409A”) at the time of Employeethe Executive’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within termination, and the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”)) will not and could not under any circumstances, regardless of when such termination occurs, be paid in full by the fifteenth day of the third month of the Company’s fiscal year following Executive’s termination, then only that portion of the Deferred Compensation Separation Benefits which (when considered together) do not exceed the Section 409A Limit (as defined hereinbelow) may be made within the first six (6) months following EmployeeExecutive’s termination of employment in accordance with the payment schedule applicable to each such payment or benefit. For these purposes, each severance payment is hereby designated as a separate payment and will not collectively be treated as a single payment. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit shall accrue and, to the extent such portion of the Deferred Compensation Separation Benefits would otherwise due to Employee on or have been payable within the first six (6) month period months following EmployeeExecutive’s termination will accrue during such six (6) month period and of employment, will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It This provision is the intent of this Agreement intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time thereunder (collectively “Section 409A”) at the time of EmployeeExecutive’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of (as defined under Section 409A) that is not as a result of his death, as determined by and the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case which benefits may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), then only that portion of the Deferred Compensation Separation Benefits which (when considered together) do does not exceed the Section 409A Limit (as defined hereinabove) may be made within the first six (6) months following EmployeeExecutive’s termination separation of employment service in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee Executive on or within the six (6) month period following EmployeeExecutive’s termination separation of service will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination separation of employmentservice date. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee Executive dies following his termination separation of service but prior to the six (6) month anniversary of his the date of terminationthereof, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.. All references to a termination of Executive’s employment hereunder shall be deemed to occur only if there is a “separation from service” as defined under Section 409A. Each payment and benefit under this Agreement is hereby designated as a separate payment for purposes of Section 409A.

Code Section 409A. (a) Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be considered due or payable until Executive has a “separation from service” within the meaning of Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”). Further, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of Employee’s termination his separation from service (other than due to EmployeeExecutive’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Companydeath), then only that portion of the cash severance and shares subject to accelerated RSUs benefits payable to Employee pursuant to Executive under this AgreementAgreement that are considered deferred compensation under Section 409A, if any, and any other severance payments or separation benefits, in each case which may be benefits that are considered deferred compensation under Section 409A 409A, if any (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee Executive on or within the six (6) month period following Employee’s termination his separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employmentseparation from service. All subsequent payments of Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee If Executive dies following his termination separation from service but prior to the six (6) month anniversary of his date of terminationseparation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to Executive’s estate as soon as administratively practicable after the date of Employee’s his death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee the Director is a “"specified employee” " within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any the final regulations and any guidance promulgated thereunder, as they each may be amended from time to time thereunder (“"Section 409A”") at the time of Employee’s termination the Director's Association terminates (other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Companydeath), then only the vesting acceleration provided under Section 1(a) of this Agreement of any Restricted Stock Units or other Awards granted under the Plan that portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreementare otherwise deferred compensation under Section 409A, if any, and any other severance payments or separation benefits, in each case which benefits that may be considered deferred compensation under Section 409A (together, the “"Deferred Compensation Separation Benefits”), which (when considered together") do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee the Director on or within the six (6) month period following Employee’s the Director's termination of Association will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the date six (6) months and one (1) day following the date of Employee’s the Director's termination of employmentAssociation. All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee the Director dies following his termination of Association but prior to the six (6) month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to the Director's estate as soon as administratively practicable after the date of Employee’s the Director's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It This provision is the intent of this Agreement intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.. The Corporation and the Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Employee under Section 409A.

Code Section 409A. Notwithstanding anything This Agreement is intended to comply with the contrary in this Agreementrequirements of Internal Revenue Code Section 409A (“Section 409A”) and the Board and the Board committee will interpret its provisions accordingly. If, if Employee at the time of Executive’s termination, any stock of the Company is publicly-traded and the Company determines that Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunderat such time, then (i) the Severance Amount, or the CoC Severance payment, as applicable specified herein (to the extent that they each may or it are subject to Section 409A of the Code) will commence, or be amended paid as applicable, on the earlier of (A) the first business day following expiration of the six-month period measured from time to time Executive’s separation or (“Section 409A”B) at the time date of Employee’s termination other than due to EmployeeExecutive’s death and (provided ii) the installments that otherwise would have been paid prior to such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreement, if any, and any other severance payments or separation benefits, in each case which may date will be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable paid in a lump sum when the salary continuation payments commence. Any installment payments provided for in this Agreement shall be, and shall be treated as, a series of separate payments for purposes of Section 409A.Executive understands and agrees that the Company makes no assurances with respect to the tax consequences arising as a result of this Agreement and the payment of any tax liabilities or related penalties arising out of this Agreement is solely and exclusively the responsibility of Executive, without any expectation or understanding that the Company will pay or reimburse Executive for such taxes or other items. Concerning any Section 409A taxes or related penalties the Company will use its best efforts in good faith to reduce or eliminate such tax liabilities or penalties including but not limited to a delay of such payments the minimum time necessary to avoid tax liabilities or penalties. If any payment is delayed pursuant to this paragraph on the date six (6) months and one (1) day following of payment the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable Company shall pay in a lump sum as soon as administratively practicable after all payments that otherwise would have been paid during the date period of Employeethe delayed payments. To the extent that any benefits or reimbursements pursuant are taxable to Executive, any reimbursement payment due to Executive shall be paid to Executive on or before the last day of Executive’s death taxable year following the taxable year in which the related expense was incurred. The benefits and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable reimbursements pursuant to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be are not subject to liquidation or exchange for another benefit and the additional tax imposed under Section 409A, amount of such benefits and reimbursements that Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that Executive receives in any ambiguities herein will be interpreted to so complyother taxable year.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits payable upon separation that is payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation (together, the “Deferred Payments”) under Internal Revenue Code Section 409A and the final regulations and official guidance thereunder (“Section 409A”) will be payable until Executive has a “separation from service” within the meaning of Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreement, if any, and any other severance payments or separation benefits, in each case which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following EmployeeExecutive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of employment, then, if required, the Deferred Compensation Separation Benefits in excess of the Section 409A Limit Payments, which are otherwise due to Employee Executive on or within the six (6) month period following EmployeeExecutive’s termination will accrue accrue, without interest, to the extent required to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A, during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employmentemployment or the date of Executive’s death, if earlier. All subsequent Deferred Compensation Separation BenefitsPayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the Treasury Regulations. Any severance payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes herein. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A so that none of the severance payments and benefits to be provided hereunder Limit (as defined below) will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complynot constitute Deferred Payments for purposes herein.

Code Section 409A. Notwithstanding anything This Separation Agreement is intended to comply with the contrary requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance and regulations (“Section 409A”), and the parties hereby agree to amend this Separation Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Separation Agreement fails to comply with the provisions of Section 409A, the remaining provisions of this Separation Agreement shall remain in effect, and this Separation Agreement shall be administered and applied as if the non-complying provisions were not part of this Separation Agreement. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Section 409A or damages for failing to comply with Section 409A. A termination of Employee’s employment or service hereunder shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit constituting “deferred compensation” under Section 409A upon or following a termination of employment or service unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Separation Agreement, if references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the meaning of Section 409A and, at the time of Employee’s “separation from service” Employee is a “specified employee” within the meaning of Section 409A 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time date of Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service.” Each payment made under this Separation Agreement shall be designated as a “separate payment” within the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance 409A. All reimbursements and shares subject to accelerated RSUs payable to Employee pursuant to in-kind benefits provided under this Agreement, if any, and any other severance payments or separation benefits, in each case which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may Agreement shall be made within the first six (6) months following Employee’s termination of employment or provided in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so to the extent that none such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to Employee shall in no event be paid later than the end of the severance payments calendar year next following the calendar year in which Employee incurs such expense or pays such related tax. Unless otherwise permitted by Section 409A, the right to reimbursement or in-kind benefits under this Separation Agreement shall not be subject to liquidation or exchange for another benefit and 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, respectively, in any other taxable year. The Company makes no representations or warranties and shall have no responsibility regarding the tax implications of the compensation and benefits to be provided hereunder will be subject paid to the additional tax imposed Employee under this Separation Agreement, including under Section 409A, and any ambiguities herein will be interpreted to so comply.409A.

Code Section 409A. Notwithstanding anything The termination benefits provided by Section 6 of this Agreement are intended to be exempt from Section 409A of the Code, whether pursuant to the contrary short-term deferral exception provided under Treasury Regulation 1.409A-1(b)(4), the involuntary separation pay plan exception provided under Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise, such that none of the termination benefits to be provided hereunder will be subject to the six (6) month delay imposed by Section 409A of the Code, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this AgreementAgreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive. Notwithstanding the foregoing, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any the final regulations and any guidance promulgated thereunder, as they each may be amended from time to time thereunder (“Section 409A”) at the time of EmployeeExecutive’s termination (other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Companydeath), then only that and any portion of the cash severance and shares subject to accelerated RSUs termination benefits payable to Employee Executive pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”)) could (under any set of circumstances) be paid after March 15 of the calendar year following the calendar year containing the date of Executive’s termination, then only that portion of the Deferred Compensation Separation Benefits which (when considered together) do not exceed the Section 409A Limit (as defined hereinbelow) may be made within the first six (6) months following EmployeeExecutive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. For these purposes, each severance payment is hereby designated as a separate and distinct payment (and the right to a series of installment payments will be treated as a right to a series of separate and distinct payments) and will not collectively be treated as a single payment. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due shall accrue and, to Employee on or within the six (6) month period following Employee’s termination will accrue during extent such six (6) month period and will become payable in a lump sum payment on portion of the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Code Section 409A. Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) at in connection with such separation shall not be made or commence until the time of date which is six (6) months after Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within (or, if earliest, Employee’s death). Such deferral shall only be -effected to the meaning extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, as determined by the Company), then only that portion which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the cash severance Code and shares subject to accelerated RSUs payable to Employee pursuant to this Agreementthe interpretative guidance thereunder, if anyincluding the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any other severance payments or separation benefits, in each case which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent provision of this Agreement needs to comply with be revised to satisfy the requirements of Section 409A so that none of the severance payments Code, then such provision shall be modified or restricted to the extent and benefits in the manner necessary to be provided hereunder will be subject to in compliance with such requirements of the additional tax imposed under Section 409A, Code and any ambiguities herein such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be interpreted to so complytreated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).