Common use of Code Section 409A Clause in Contracts

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. This The provisions of this Agreement shall and all payments made pursuant to this Agreement are intended to comply with, and should be interpreted to avoid any penalty sanctions under so that they are consistent with, the requirements of Section 409A of the Code and the final regulations Code, and any related regulations or other applicable guidance promulgated thereunder (collectively, “Section 409A”). If It is the intent of the parties hereto that all severance payments and benefits provided pursuant to this Agreement qualify as short-term deferrals, as defined in Treasury Regulation §1.409A-1(a)(4), separation pay due to an involuntary separation from service under Treasury Regulation §1.409A-1(b)(9)(iii), and/or limited payments, as defined in Treasury Regulation §1.409A-1(b)(9)(v)(D)). Notwithstanding the foregoing, if (i) it is determined that any payment payments or benefit cannot be benefits provided or made at the time specified herein without incurring sanctions under pursuant to this Agreement that are paid upon separation from service (as that term is used in Section 409A) constitute deferred compensation for purposes of Section 409A (after taking into account the exception for short-term deferrals set forth in Treasury Regulation §1.409A-1(a)(4), then such benefit or payment shall be provided the exception for separation pay due to an involuntary separation set forth in full at Treasury Regulation §1.409A-1(b)(9)(iii), the earliest time thereafter when such sanctions will not be imposed. All exception for limited payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under as set forth in Treasury Regulation §1.409A-1(b)(9)(v)(D) and/or any other applicable exception from Section 409A. Notwithstanding anything to 409A) and (ii) the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive Employee is a “specified employee,” within as determined under the meaning of Section 409ACompany’s policy for determining specified employees, and on the deferral of date on which the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1)separation from service occurs, then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in no such payments or benefits ultimately paid or shall be provided prior to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs business day after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of ExecutiveEmployee’s termination of employment with or, if the Company or (y) the first payroll date that occurs after the date that is Employee dies during such six (6) months following Executivemonth period, on the first business day after the date of the Employee’s death. The first payment that can be made shall include the cumulative amount of any amounts that could not be paid during such six (6) month period. In addition, interest will accrue at the 10-year T-▇▇▇▇ rate (as in effect as of the first business day of the calendar year in which the termination of employment occurs) on all payments not paid to the Employee prior to the first business day after the six (6) month anniversary of termination of employment that otherwise would have been paid during such six (6) month period had this delay provision not applied to the Employee and shall be paid with the first payment after such six (6) month period. For all purposes under this Agreement, references to termination of employment, employment termination or words of similar import shall be interpreted to mean “separation of from service,” with the Company. For these purposes, each severance payment or benefit as that term is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under used in Section 409A, and any ambiguities herein will the Employee’s employment shall in no event be interpreted deemed to so comply. The Company have terminated unless 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 until a separation from service shall have occurred for purposes of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).409A.

Code Section 409A. This Notwithstanding any provision of this Agreement shall be interpreted to avoid any penalty sanctions under the contrary, if, at the time of Employee's termination of employment with the Company, Employee is a "specified employee" (as defined in Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, Code) and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1)409A of the Code, then the Company will not commence any defer the commencement of the payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to ExecutiveEmployee) that (a) will not and may could not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s Employee's termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s Employee's then annual compensation or (ii) two (2) times the limit on compensation then set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “Employee's "separation of service” " with the Company (as defined under Code Section 409A). If any payments are delayed deferred due to such requirements, such amounts will be paid in a lump sum to Executive Employee on the earliest of (xa) Executive’s Employee's death following the date of Executive’s Employee's termination of employment with the Company or (yii) the first payroll date that occurs after the date that is six (6) months following Executive’s “Employee's "separation of service” " with the Company. For these purposes, each severance payment or benefit is hereby designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision paragraph is intended to comply with the requirements of Code Section 409A of the Code so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, 409A of the Code and any ambiguities herein will be interpreted to so comply. The Employee and 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute Employee under Section 409A a delay or acceleration in a payment or a change in of the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)Code.

Code Section 409A. This Agreement shall and the Award are intended to comply with, or otherwise be interpreted to avoid any penalty sanctions under exempt from, Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If This Agreement and the Award shall be administered, interpreted, and construed in a manner consistent with Section 409A or an exemption therefrom. Should any payment provision of this Agreement or benefit canthe Award be found not to comply with, or otherwise be provided exempt from, the provisions of Section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or made at appropriate to comply with, or to effectuate an exemption from, Section 409A. Without limiting the time specified foregoing and notwithstanding anything contained herein without incurring sanctions to the contrary, to the extent required in order to avoid accelerated taxation, additional taxes or tax penalties under Section 409A, then such benefit or payment shall amounts that would otherwise be payable and benefits that would otherwise be provided in full pursuant to this Agreement during the six-month period immediately following the Participant’s separation from service shall instead be paid on the first business day after the date that is six months following the Participant’s termination date (or death, if earlier), with interest from the date such amounts would otherwise have been paid at the earliest short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of the Code, for the month in which payment would have been made but for the delay in payment required to avoid the imposition of accelerated taxation, additional taxes or tax penalties on the Participant under Section 409A. In the event the Award under this Agreement is determined to be subject to Section 409A, any payment triggered by a Change of Control will be made only if, in connection with the Change of Control, there occurs a change in the ownership of the Company, a change in the effective control of the Company, or a change in ownership of a substantial portion of the assets of the Company as all such terms are defined in Treasury Regulation Section 1.409A-3(i)(5). In the event payment is not allowed by operation of the immediately preceding sentence, payment will be made within sixty (60) days of the earlier to occur of (A) the applicable payment date set forth in the Notice or (B) the occurrence of a permissible time thereafter when such sanctions will not be imposed. All or event that could trigger a payment without violating Section 409A. Any payments to be made under this Agreement upon a termination of employment under this Agreement may shall only be made only upon if such termination of employment constitutes a “separation of from service” under Section 409A. Notwithstanding anything to the contrary in this Agreementforegoing, if at the time of Executive’s termination of employment, Executive is a “specified employee” within Company makes no representations that the meaning of Section 409A, payments and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to provided under this Agreement as a result of such termination of employment is necessary comply with Section 409A and in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with no event shall the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation any of service” with the Company. For these purposes, each severance payment its Affiliated Entities be liable for all or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code 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 portion of any additional tax taxes, penalties, interest or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to other expenses that may be incurred by the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment Participant on account of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies non-compliance with Section 409A(a)(4)(C).409A.

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄21/2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. This (a) Notwithstanding any provision of this Agreement to the contrary, if at the time of Employee’s termination of employment with Employer, Employee is a “specified employee” as defined in Section 409A of the Code, then to the extent that any amount to which Employee is entitled in connection with the termination of his employment is subject to Section 409A of the Code, payments of such amounts to which Employee would otherwise be entitled during the six (6) month period following Employee’s termination of employment will be accumulated and paid in a lump sum on the first day of the seventh month after the date of Employee’s termination of employment. The first sentence of this paragraph shall be interpreted apply only to the extent required to avoid Employee’s incurrence of any penalty sanctions additional tax or interest under Section 409A of the Code and the final or any regulations and any or Treasury guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and thereunder. (b) are in excess Notwithstanding any provision of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject this Agreement 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. Notwithstanding anything to the contrary set forth in this Agreementcontrary, to the extent that any amendment to payment under the terms of this Agreement with respect to the payment of any severance payments or benefits would constitute an impermissible acceleration of payments under Section 409A a delay of the Code or acceleration in a payment any regulations or a change in Treasury guidance promulgated thereunder, such payments shall be made no earlier than at such times allowed under Section 409A of the form Code. (c) If any provision of paymentthis Agreement (or of any award of compensation) would cause Employee to incur any additional tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, then Employer may reform such amendment must be done in a manner provision; provided, that complies Employer shall (1) maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A of the Code and (2) notify and consult with Section 409A(a)(4)(C)Employee regarding such amendments or modifications prior to the effective date of any such change.

Code Section 409A. This It is intended that any amounts payable under this Agreement shall either be interpreted to avoid any penalty sanctions under exempt from or comply with Section 409A of the Code and (including the final Treasury regulations and any other published guidance promulgated thereunder relating thereto) (“Code Section 409A”)) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A and any ambiguities herein will be interpreted to ensure that such payments and benefits be so exempt or, if not so exempt, comply with Section 409A of the Code. If To the extent that any payment amount payable under this Agreement would trigger the additional tax, penalty or benefit cannot be provided or made at the time specified herein without incurring sanctions under interest imposed by Code Section 409A, then such benefit or payment this Agreement shall be provided in full at the earliest time thereafter when modified to avoid such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything additional tax, penalty or interest yet preserve (to the contrary in this Agreement, if at nearest extent reasonably possible) the time of intended benefit payable to the Executive’s termination of employment, . If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 409A, and the deferral 1.409A-1(i) as of the commencement of Termination Date, the Executive shall not be entitled to any severance payments payment or benefits otherwise payable benefit pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then 3.1(b) until the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser earlier of (i) two (2) times Executive’s then annual compensation the date which is six months after the Termination Date, or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) date of the Code for the year in which Executive’s employment is terminated death. The provisions of this Section 18 shall only apply if, and will to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to the Executive upon or in the six month period following the Executive’s Termination Date that are not so paid by reason of this Section 18 shall be paid by the end of the second calendar year following the year (without interest) as soon as practicable (and in which the termination occurs, until the first payroll date that occurs all events within five days) after the date that is six (6) months following after the Executive’s “separation of service” with the Company Termination Date (or, if earlier, as defined under Code Section 409A). If any payments are delayed due to such requirementssoon as practicable, such amounts will be paid and in a lump sum to Executive on the earliest of (x) Executive’s death following all events within five days, after the date of the Executive’s termination death). Each series of employment with the Company or (y) the first payroll date that occurs after the date that installment payments made under this Agreement is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is hereby designated as a series of “separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with payments” within the requirements meaning of Code Section 409A so that none 409(A) 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)Code.

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2½) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. This The parties intend that this Agreement shall and the payments and benefits provided hereunder, including, without limitation, those provided pursuant to Section 6 hereof, be interpreted to avoid any penalty sanctions under exempt from the requirements of Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. If any payment or benefit cannot be provided or made at To the time specified herein without incurring sanctions under extent Section 409A409A is applicable to this Agreement, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under parties intend that this Agreement may be made only upon a “separation of service” and any payments and benefits thereunder comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions; provided, however that in no event shall the Company or any of its parents, subsidiaries or affiliates be liable to Executive or any other person for any additional tax, interest or penalty that may be imposed on Executive or any other person under, or as a result of, Section 409A or for any damages incurred by Executive or any other person as a result of this Agreement’s (or the payments’ or benefits’ provided hereunder) failure to comply with, or be exempt from, Section 409A. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary (other than the proviso in this Agreement, the immediately preceding sentence): (i) if at the time of Executive’s termination of employmentemployment hereunder terminates, Executive is a “specified employee,” within the meaning of as defined in Section 409A, and the deferral 409A(a)(2)(B)(i) of the commencement of Code, any severance payments or benefits otherwise and all amounts payable pursuant to under this Agreement as a result on account of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder that would (but without any reduction in such payments or benefits ultimately paid or provided to Executivefor this provision) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is payable within six (6) months following Executive’s “separation the date of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirementstermination, such amounts will shall instead be paid in a lump sum to Executive on the earliest first day of (x) Executive’s death the seventh month following the date of on which Executive’s employment terminates or, if earlier, upon Executive’s death, except (i) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury Regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (ii) benefits which qualify as excepted welfare benefits pursuant to Treasury Regulation Section 1.409A 1(a)(5); and (iii) other amounts or benefits that are not subject to the requirements of Section 409A; (ii) a termination of employment with shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Company payment of amounts or (y) the first payroll date that occurs after the date that benefits upon or following a termination of employment unless such termination is six (6) months following Executive’s also a “separation of from service,” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code defined in Treasury Regulation Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject 1.409A-1(h) after giving effect to the additional tax imposed under Section 409Apresumptions contained therein, 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 necessaryand, appropriate or desirable to avoid imposition for purposes of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in such provision of this Agreement, references to the extent that any amendment to this Agreement with respect to the payment a “terminate,” “termination,” “termination of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).employment,” “resignation” and like terms shall mean separation from service; and

Code Section 409A. This The benefits described in and provided by the Agreement shall are intended to be interpreted to avoid any penalty sanctions under exempt from Code Section 409A of the Code as amended, and the final its corresponding regulations and any related guidance promulgated thereunder (“Section 409A”), or to otherwise comply with the requirements of Section 409A if it is determined that Section 409A applies to the Agreement. If To the extent that any payment or benefit cannot payments made under this Agreement are determined to be provided or made at the time specified herein without incurring sanctions under subject to Section 409A, then the following shall apply to such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payment(s): (a) all payments to be made upon a termination of employment under this Agreement may only be made only upon a “separation of from service” under Section 409A. Notwithstanding 409A; (b) for purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation shall be treated as a separate payment of compensation; and (c) notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, if at the time of Executive’s termination of employment, Executive Participant is a “specified employee” within the meaning of a publicly traded corporation under Section 409A and if payment of any amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Section 409A, payment of such amount shall be delayed as required by Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, accumulated postponed amount shall be paid in full by March 15 of the year following Executive’s termination a lump-sum payment within ten (or two and one half (2 1⁄210) months days after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second six-month period (or within sixty (60) days after death, if earlier). 12 In no event may the Participant, directly or indirectly, designate the calendar year following of a payment. No action or failure to act pursuant to this Section shall subject the year in which Bank or the termination occursHolding Company thereof to any claim, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirementsliability, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code 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 409Aexpense, and neither the Bank nor the Holding Company shall have any ambiguities herein will be interpreted obligation to so comply. The Company and Executive agree indemnify or otherwise protect the Participant from the obligation to work together in good faith pay any taxes pursuant 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).409A.

Code Section 409A. This Agreement shall be interpreted It is intended that all of the payments satisfy, to avoid any penalty sanctions under the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Code and the final regulations and Employee’s right to receive any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All installment payments to be made upon a termination of employment under this Agreement may (whether severance payments, reimbursements or otherwise) will be made only upon treated as a “separation right to receive a series of service” under Section 409A. separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding anything any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of Executive’s termination of employment, Executive is separation from service to be a “specified employee” within for purposes of Code Section 409A(a)(2)(B)(i), and if any of the meaning payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, and the deferral of the commencement of any severance such payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or be provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after Employee prior to the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser earliest of (i) two (2) times Executive’s then annual compensation or the expiration of the six-month period measured from the Termination Date, (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) date of the Code for the year in which ExecutiveEmployee’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll death or (iii) such earlier date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined permitted under Code Section 409A)409A without the imposition of adverse taxation. If any payments are delayed due Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to such requirements, such amounts this Paragraph 18(c) will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code 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 409AEmployee, and any ambiguities remaining Payments due will be paid as otherwise provided herein or in the applicable agreement. No interest will be due on any amounts so deferred. Notwithstanding any other provision herein to the contrary, in the event of any ambiguity in the terms of this Agreement, such term(s) 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done at all times administered in a manner that complies avoids the inclusion of compensation in income under Code Section 409A, or the payment of increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend all payments and benefits hereunder to be in compliance with Code Section 409A(a)(4)(C).409A.

Code Section 409A. This Agreement shall be interpreted It is intended that all of the payments satisfy, to avoid any penalty sanctions under the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Code and the final regulations and Employee’s right to receive any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All installment payments to be made upon a termination of employment under this Agreement may (whether severance payments, reimbursements or otherwise) will be made only upon treated as a “separation right to receive a series of service” under Section 409A. separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding anything any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of Executive’s termination of employment, Executive is separation from service to be a “specified employee” within for purposes of Code Section 409A(a)(2)(B)(i), and if any of the meaning payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, and the deferral of the commencement of any severance such payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or be provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after Employee prior to the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser earliest of (i) two the expiration of the six (2) times Executive’s then annual compensation or 6)-month period measured from the Termination Date, (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) date of the Code for the year in which ExecutiveEmployee’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll death or (iii) such earlier date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined permitted under Code Section 409A)409A without the imposition of adverse taxation. If any payments are delayed due Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to such requirements, such amounts this Paragraph 21 will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code 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 409AEmployee, and any ambiguities remaining Payments due will be paid as otherwise provided herein or in the applicable agreement. No interest will be due on any amounts so deferred. Notwithstanding any other provision herein to the contrary, in the event of any ambiguity in the terms of this Agreement, such term(s) 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done at all times administered in a manner that complies avoids the inclusion of compensation in income under Code Section 409A, or the payment of increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend all payments and benefits hereunder to be in compliance with Code Section 409A(a)(4)(C).409A. [Remainder of page intentionally blank; signature page follows]

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A It is intended that all of the Code benefits and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be made only upon construed to the greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a “separation manner that complies with Code Section 409A and incorporates by reference all required definitions and payment terms. For purposes of service” Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under Section 409A. this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding anything any provision to the contrary in this Agreement, if you are deemed by the Company at the time of Executive’s termination of employment, Executive is your Separation from Service to be a “specified employee” within for purposes of Code Section 409A(a)(2)(B)(i), and if any of the meaning payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, and the deferral timing of the commencement of any severance payments or benefits otherwise payable pursuant upon a Separation from Service will be delayed as follows: on the earlier to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser occur of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six months and one day after the effective date of your Separation from Service, and (6ii) months following Executive’s the date of the your death (such earlier date, the “separation of service” with Delayed Initial Payment Date”), the Company will (as defined under Code Section 409A). If any payments are delayed due A) pay to such requirements, such amounts will be paid in you a lump sum amount equal to Executive on the earliest sum of the payments upon Separation from Service that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (xB) Executive’s death following commence paying the date balance of Executive’s termination of employment the payments in accordance with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Companyapplicable payment schedules set forth above. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder No interest will be subject to the additional tax imposed under Section 409A, and due on any ambiguities herein will be interpreted to amounts so complydeferred. 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).Page Seven

Code Section 409A. This 24.1 It is intended that any amounts payable under this Agreement and the Company’s and the Executive’s exercise of authority or discretion hereunder shall be interpreted to avoid any penalty sanctions under comply with Section 409A of the Code and (including the final Treasury regulations and any other published guidance promulgated thereunder relating thereto) (“Code Section 409A”). If ) so as not to subject the Executive to payment of any payment interest or benefit cannot be provided or made at additional tax imposed under Code Section 409A. To the time specified herein without incurring sanctions extent that any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, then such benefit or payment the Agreement shall be provided construed and interpreted in full at a manner to avoid such additional tax yet preserve (to the earliest time thereafter when such sanctions will not be imposed. All payments nearest extent reasonably possible) the intended benefit payable to be made upon a termination the Executive. 24.2 Notwithstanding any provision of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreementcontrary, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Treasury Regulation Section 409A, and the deferral 1.409A-1(i) as of the commencement date of the Executive’s Separation from Service, the Executive shall not be entitled to any severance payments payment or benefits otherwise payable benefit pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then 5.3(b) until the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser earlier of (i) two the date which is six (26) times months after Executive’s then annual compensation Separation from Service for any reason other than death, or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) date of the Code for the year in which Executive’s employment is terminated and will death. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’s Separation from Service that are not so paid by reason of this Section 24.2 shall be paid by the end of the second calendar year following the year (without interest) as soon as practicable (and in which the termination occurs, until the first payroll date that occurs all events within thirty (30) days) after the date that is six (6) months following after the Executive’s “separation of service” with the Company Separation from Service (or, if earlier, as defined under Code Section 409A). If any payments are delayed due to such requirementssoon as practicable, such amounts will be paid and in a lump sum to Executive on the earliest of all events within thirty (x30) Executive’s death following days, after the date of the Executive’s termination death). The provisions of employment with this Section 24.2 shall only apply if, and to the Company extent, required to avoid the imputation of any tax, penalty or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended interest pursuant to comply with the requirements of Code 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)Code.

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A It is intended that all of the Code benefits and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be made only upon construed to the greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a “separation manner that complies with August 18, 2018 Code Section 409A and incorporates by reference all required definitions and payment terms. For purposes of service” Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under Section 409A. this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding anything any provision to the contrary in this Agreement, if you are deemed by the Company at the time of Executive’s termination of employment, Executive is your Separation from Service to be a “specified employee” within for purposes of Code Section 409A(a)(2)(B)(i), and if any of the meaning payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, and the deferral timing of the commencement of any severance payments or benefits otherwise payable pursuant upon a Separation from Service will be delayed as follows: on the earlier to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser occur of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six months and one day after the effective date of your Separation from Service, and (6ii) months following Executive’s the date of the your death (such earlier date, the “separation of service” with Delayed Initial Payment Date”), the Company will (as defined under Code Section 409A). If any payments are delayed due A) pay to such requirements, such amounts will be paid in you a lump sum amount equal to Executive on the earliest sum of the payments upon Separation from Service that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (xB) Executive’s death following commence paying the date balance of Executive’s termination of employment the payments in accordance with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Companyapplicable payment schedules set forth above. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder No interest will be subject to the additional tax imposed under Section 409A, and due on any ambiguities herein will be interpreted to amounts 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)deferred.

Code Section 409A. This (i) It is intended that any and all benefits under this Agreement either (x) shall be interpreted to avoid any penalty sanctions under not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under , and therefore are exempt from Section 409A, then such benefit (y) are exempt from Section 409A or payment (z) comply with the requirements of Section 409A. In any event, all provisions of this Agreement shall be provided construed and interpreted in full at a manner consistent with the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” requirements for avoiding taxes or penalties under Section 409A. 409A. (ii) Notwithstanding anything herein to the contrary in this Agreementcontrary, if at the time of Executive’s termination of employment, Executive is a Company determines that the Severance Payment constitutes “specified employeenonqualified deferred compensation” within the meaning of Section 409A, and payment of such Severance Payment shall not commence until the deferral Executive incurs a “separation from service” within the meaning of Treasury Regulation §1.409A−1(h) (“Separation from Service”). If, at the time of Executive’s Separation from Service, the Executive is a “specified employee” (under Section 409A), such Severance Payment shall not be paid until after the earlier of: (x) the expiration of the commencement six-month period measured from the date of any severance Executive’s Separation from Service with the Company, or (y) the date of the Executive's death (the “409A Suspension Period”); provided, however, Severance Payment payments or benefits otherwise payable pursuant to this Agreement as a result which are made within twenty-four (24) months following the Executive's Separation of such termination Service and which do not exceed two times the lesser of: (A) the amount of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Executive’s annualized compensation based upon the annual rate of pay the Executive received from the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 the year preceding the year of the year following Executive’s termination (or two and one half (2 1⁄2) months after Termination, adjusted for any increase in compensation that the close of Executive would have expected to receive had the Executive not separated from service with the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation as defined under Treas. Reg. §1.409A-1(b)(9)((iii)(A)(1); or (iiB) two (2) times the limit on compensation set forth in maximum amount that may be taken into account for a qualified plan under Code Section 401(a)(17) of the Code for the year in which Executivethe Date of Termination occurs shall be deemed "separation pay" within the meaning of Treas. Reg. §1.409A-1(b)(9) and shall be exempt from the six-month delay set forth above. (iii) The determination of whether the Severance Benefit constitutes “nonqualified deferred compensation” within the meaning of Section 409A shall be made by the Company in good faith. If the Company determines that such Severance Benefit is subject to the 409A Suspension Period, and the Executive does not believe that such determination is reasonable, then the Company and the Executive shall mutually select, at the Company’s employment is terminated and will not expense, an independent outside counsel to render a legal opinion regarding the applicability of the 409A Suspension Period. If the outside counsel described in the preceding sentence agrees with the Company’s determination that any items due to the Executive under this agreement should be paid by subject to the 409A Suspension Period, then such payment shall be made at the end of the second calendar year following the year 409A Suspension Period as set forth in which the termination occursSection 21(a)(ii) hereof; provided however, until the first payroll date if such outside counsel determines that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will shall not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of paymentSuspension Period, then such amendment must payment shall be done in a manner that complies with Section 409A(a)(4)(C)effected within fourteen (14) days of the date of such counsel’s determination.

Code Section 409A. This (a) It is intended that this Agreement shall be interpreted to avoid any penalty sanctions under will comply with Section 409A of the Code and the final any regulations and any guidance promulgated guidelines issued thereunder (collectively, “Section 409A”)) to the extent this Agreement is subject thereto. This Agreement shall be interpreted on a basis consistent with such intent. (b) If any payment payments or benefit cannot be benefits provided or made at to the time specified herein without incurring sanctions under Section 409AExecutive by the Bank, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under either per this Agreement may be made only upon a or otherwise, are non-qualified deferred compensation subject to, and not exempt from, Section 409A (“separation of service” under Section 409A. Notwithstanding anything Subject Payments”), the following provisions shall apply to the contrary in this Agreement, if at the time of Executive’s such payments and/or benefits: (c) For payments and benefits triggered by termination of employment, reference to the Executive’s “termination of employment” (and corollary terms) with the Bank shall be construed to refer to the Executive’s “separation from service” from the Bank (with such phrase determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by the Bank) in tandem with the termination of his employment with the Bank. (d) If the Executive is deemed on the date of his “separation from service” to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-l(i)), then with regard to any payment that is required to be delayed pursuant to Code Section 409A(a)(2)(B) (the “Delayed Payments”), such payment shall not be made prior to the earlier of (i) the expiration of the six (6) month period measured from the date of his “separation from service” and (ii) the date of his death. Any payments other than the Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of any of the Delayed Payments by the Bank constitute a breach of the Bank’s obligations to the Executive. (e) The Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Bank. (f) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any Subject Payment be subject to offset by any other amount unless otherwise permitted by Section 409A. (g) Notwithstanding anything herein to the contrary, in regard to Subject Payments, the definition of Change in Control set forth herein shall not be broader than the definition of “change in control event” as set forth under Section 409A, and if a transaction or event does not otherwise fall within such definition of “change of control event,” it shall not be deemed a Change in Control. (h) To the deferral extent that any reimbursement or in-kind benefits are Subject Payments: (x) the amount eligible for reimbursement or in-kind benefit in one calendar year may not affect the amount eligible for reimbursement or in-kind benefit in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (y) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit, and (z) subject to any shorter time periods provided herein, any such reimbursement of an expense or in-kind benefit must be made on or before the last day of the commencement calendar year following the calendar year in which the expense was incurred. (i) If an amendment of this Agreement is necessary in order for it to comply with Section 409A, the Executive and the Bank agree to negotiate in good faith to amend this Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure by the Bank in good faith to act, pursuant to this Section 20, shall subject the Bank to any claim, liability, or expense, and the Bank shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Section 409A. The Bank does not make any representations as to the personal income tax treatment of any severance payments or other benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to the Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. This The parties intend that this Agreement shall and the payments and benefits provided hereunder, including, without limitation, those provided pursuant to Section 6 hereof, be interpreted to avoid any penalty sanctions under exempt from the requirements of Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. If any payment or benefit cannot be provided or made at To the time specified herein without incurring sanctions under extent Section 409A409A is applicable to this Agreement, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under parties intend that this Agreement may be made only upon a “separation of service” and any payments and benefits thereunder comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions; provided, however that in no event shall the Company or any of its parents, subsidiaries or affiliates be liable to Executive or any other person for any additional tax, interest or penalty that may be imposed on Executive or any other person under, or as a result of, Section 409A or for any damages incurred by Executive or any other person as a result of this Agreement’s (or the payments’ or benefits’ provided hereunder) failure to comply with, or be exempt from, Section 409A. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary (other than the proviso in this Agreement, the immediately preceding sentence): i. if at the time of Executive’s termination of employmentemployment hereunder terminates, Executive is a “specified employee,” within the meaning of as defined in Section 409A, and the deferral 409A(a)(2)(B)(i) of the commencement of Code, any severance payments or benefits otherwise and all amounts payable pursuant to under this Agreement as a result on account of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder that would (but without any reduction in such payments or benefits ultimately paid or provided to Executivefor this provision) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is payable within six (6) months following Executive’s “separation the date of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirementstermination, such amounts will shall instead be paid in a lump sum to Executive on the earliest first day of (x) Executive’s death the seventh month following the date of on which Executive’s employment terminates or, if earlier, upon Executive’s death, except (i) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury Regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (ii) benefits which qualify as excepted welfare benefits pursuant to Treasury Regulation Section 1.409A 1(a)(5); and (iii) other amounts or benefits that are not subject to the requirements of Section 409A; ii. a termination of employment with shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Company payment of amounts or (y) the first payroll date that occurs after the date that benefits upon or following a termination of employment unless such termination is six (6) months following Executive’s also a “separation of from service,” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code defined in Treasury Regulation Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject 1.409A-1(h) after giving effect to the additional tax imposed under Section 409Apresumptions contained therein, 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 necessaryand, appropriate or desirable to avoid imposition for purposes of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in such provision of this Agreement, references to the extent that any amendment to this Agreement with respect to the payment a "terminate," “termination,” “termination of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).employment,” “resignation” and like terms shall mean separation from service; and

Code Section 409A. This It is intended that all of the benefits and payments under this Agreement shall be interpreted satisfy, to avoid any penalty sanctions under the greatest extent possible, the exemptions from the application of Code Section 409A of provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the Code and the final regulations greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot definitions hereunder) will be provided or made at the time specified herein without incurring sanctions under construed in a manner that complies with Code Section 409A, then such benefit or and incorporates by reference all required definitions and payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposedterms. All For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments to be made upon a termination of employment under this Agreement may (whether severance payments, reimbursements or otherwise) will be made only upon treated as a “separation right to receive a series of service” under Section 409A. separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding anything any provision to the contrary in this Agreement, if you are deemed by the Company at the time of Executive’s termination of employment, Executive is your Separation from Service to be a “specified employee” within for purposes of Code Section 409A(a)(2)(B)(i), and if any of the meaning payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed August 18, 2018 commencement of any portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, and the deferral timing of the commencement of any severance payments or benefits otherwise payable pursuant upon a Separation from Service will be delayed as follows: on the earlier to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser occur of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six months and one day after the effective date of your Separation from Service, and (6ii) months following Executive’s the date of the your death (such earlier date, the “separation of service” with Delayed Initial Payment Date”), the Company will (as defined under Code Section 409A). If any payments are delayed due A) pay to such requirements, such amounts will be paid in you a lump sum amount equal to Executive on the earliest sum of the payments upon Separation from Service that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (xB) Executive’s death following commence paying the date balance of Executive’s termination of employment the payments in accordance with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Companyapplicable payment schedules set forth above. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder No interest will be subject to the additional tax imposed under Section 409A, and due on any ambiguities herein will be interpreted to amounts 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)deferred.

Code Section 409A. This Notwithstanding any provision of this Agreement to the contrary, if the Employee is a “specified employee” as defined in Section 409A of the Code, the Employee shall not be interpreted entitled to avoid any penalty sanctions under payments upon a termination of Employee’s employment until the earlier of (i) the date which is six (6) months after Employee’s separation from service (as such term is defined in Section 409A of the Code and the final regulations and other published guidance thereunder) for any guidance promulgated thereunder reason other than death, or (“Section 409A”)ii) the date of the Employee’s death. If any payment or benefit cannot be provided or made at Any amounts otherwise payable to the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon Employee following a termination of employment under that are not so paid by reason of this Agreement may Section 10.4 shall be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409Apaid as soon as practicable, and the deferral of the commencement of in any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1)event within thirty (30) days, then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executiveafter Employee’s “separation of service” with the Company from service (as defined under Code Section 409A). If any payments are delayed due to such requirementsor, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following if earlier, the date of ExecutiveEmployee’s termination death). The provisions of employment with this Section 10.4 shall only apply if, and to the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposesextent, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended required to comply with the requirements of Code 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 complyCode. 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. Notwithstanding anything to the contrary set forth in this Agreement, to To the extent that any amendment reimbursements pursuant to this Agreement with respect Section 5.6 or Section 9.5.2.2 are taxable to Employee, any reimbursement payment due to Employee pursuant to such provisions shall be paid to Employee on or before the payment last day of the Employee’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to Section 5.6 or Section 9.5.2.2 are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that Employee receives in one taxable year shall not affect the amount of such reimbursements that Employee receives in any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)other taxable year.

Code Section 409A. This It is intended that all of the benefits and payments under this Agreement shall be interpreted satisfy, to avoid any penalty sanctions under the greatest extent possible, the exemptions from the application of Code Section 409A of provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A- 1(b)(9), and this Agreement will be construed to the Code and the final regulations greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any guidance promulgated thereunder definitions hereunder) will be construed in a manner that complies with Code Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Code Section 409A (“including, without limitation, for purposes of Treasury Regulation Section 409A”1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. If Notwithstanding any payment or benefit cannot be provided or made provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein without incurring sanctions and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All timing of the payments to be made upon a termination Separation from Service will be delayed as follows: on the earlier to occur of employment under (i) the date that is six months and one day after the effective date of your Separation from Service, and (ii) the date of the your death (such earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to you a lump sum amount equal to the sum of the payments upon Separation from Service that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this Agreement may paragraph, and (B) commence paying the balance of the payments in accordance with the applicable payment schedules set forth above. No interest will be made only upon a “separation of service” under Section 409A. due on any amounts so deferred. Notwithstanding anything to the contrary in this Agreement, if at you shall be responsible for any taxes imposed on the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral recipient of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that Agreement including without limitation any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute taxes under Section 409A a delay or acceleration in a payment or a change in of the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)Code.

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions If the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits constitute “deferred compensation” under Section 409A of the Code and the final regulations and (Section 409A, together, with any guidance promulgated thereunder (state law of similar effect, “Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A) and [Executive/Employee] is, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employmentthe separation from service, Executive is a “specified employee” within of the meaning Company (or any successor entity thereto), as such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, and the deferral timing of the commencement of any severance payments or benefits otherwise payable pursuant Severance Benefits shall be delayed as follows: on the earlier to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser occur of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six months and one day after [Executive’s/Employee’s] separation from service and (6ii) months following Executive’s the date of [Executive’s/Employee’s] death (such earlier date, the “separation of service” with Delayed Initial Payment Date”), the Company (or the successor entity thereto, as defined under Code Section 409A). If any payments are delayed due applicable) shall (A) pay to such requirements, such amounts will be paid in [Executive/Employee] a lump sum amount equal to Executive on the earliest sum of the Severance Benefits that [Executive/Employee] would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 10 and (xB) Executive’s death following commence paying the date balance of Executive’s termination of employment the Severance Benefits in accordance with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Companyoriginal payment schedules set forth above. For these purposesthe avoidance of doubt, it is intended that (1) each severance payment or benefit installment of the Severance Benefits is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements “payment” for purposes of Code 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. Notwithstanding anything to the contrary set forth in this Agreement(2) all Severance Benefits satisfy, to the greatest extent that any amendment to this Agreement with respect possible, the exemptions from the application of Section 409A provided under of Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9)(iii), and (3) the Severance Benefits consisting of premiums paid under COBRA also satisfy, to the payment greatest extent possible, the exemptions from the application of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with provided under Treasury Regulation Section 409A(a)(4)(C1.409A-1(b)(9)(v).

Code Section 409A. This Agreement shall (a) For purposes of this Agreement, no payment will be interpreted made to avoid any penalty sanctions under Executive on termination of Executive’s employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A and Section 1.409A-l(h) of the Code and regulations promulgated thereunder. (b) To the final regulations and extent any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment which Executive becomes entitled under this Agreement may in connection with Executive’s separation from service from the Company constitute deferred compensation subject to Code Section 409A (the “Deferred Payments”), such payments will be paid on, or in the case of installments, will not commence, until sixty (60) days following the Executive’s separation from service, or if later, such time as required by subsection (c), below. Except as required by subsection (c), below, any installment payments that would have been made to Executive during the 60-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on or around the sixtieth day following Executive’s separation from service and the remaining payments will be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if as provided herein. (c) If Executive is deemed at the time of Executive’s termination of employment, Executive is such separation from service to be a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If , then any payments are delayed due to such requirements, such amounts Deferred Payment(s) will not be paid in a lump sum to Executive on made or commence until the earliest of: (i) the expiration of (x) Executive’s death following the 6-month period measured from the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of from service” (as such term is at the time defined in Treasury Regulations under Code Section 409A) with the Company, or (ii) the date of Executive’s death following such separation from service; provided, however, that such deferral will only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Code Section 409A(a)(l)(B) in the absence of such deferral. For these purposesOn the expiration of the applicable deferral period, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as any payments that would have otherwise been made during that period (whether in a single payment sum or benefit. This provision is intended in installments) in the absence of this paragraph will be paid to the Executive or Executive’s beneficiary in one lump sum. (d) The Company and the Executive, and as applicable their beneficiary, will work together to ensure the Company and the Executive address and abide by any Section 409A requirements. (e) The Company reserves the right to amend this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Executive or any other individual, to comply with any provision required to avoid the requirements imposition of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Code Section 409A, and 409A or to otherwise avoid income recognition under Code Section 409A prior to the actual payment of 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 benefits or desirable to avoid imposition of any additional tax or income recognition prior tax. Each payment and benefit payable hereunder is intended to actual constitute a separate payment to for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. In no event will the Company reimburse the Executive under for any taxes that might be imposed on the Executive as a result of Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).409A.

Code Section 409A. This Agreement Notwithstanding any other provision herein, in the event that the sixty (60) day period following Executive’s Separation referred in Section 7(b) or 7(d), as applicable, spans two calendar years, the cash payment referred to in clause (i) of such section shall be interpreted to avoid any penalty sanctions under Section 409A made (or commence) in the second of the two calendar years. For purposes of Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or each payment shall be provided in full at that is paid under Sections 7(b) and/or (d) above is hereby designated as a separate payment. Notwithstanding anything stated herein to the earliest time thereafter when such sanctions will not be imposed. All contrary, each of the separate payments made within six (6) months of Executive’s Separation, to the extent subject to Code Section 409A, is intended to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under exempt from Code Section 409A. Notwithstanding anything 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii); provided that (i) to the contrary extent that any of such payments do not qualify to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or otherwise exceeds the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, and (ii) if the Company (for this Agreementpurpose, if “employer” as defined in Treasury Regulation Section 1.409A-1(h)(3)) is publicly traded on an established securities market or otherwise at the time of Executive’s termination Separation and, at the time of employment, Executive’s Separation Executive is a “specified employee,” within the meaning of as defined in Treasury Regulation Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(11.409A-1(i), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 portion of the year following Executive’s termination (payments that does not qualify or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the otherwise exceeds such limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will shall not be paid by during the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months month period following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will Separation and shall instead be paid in a lump sum to Executive on the earliest first business day following the expiration of such six (x6) Executive’s death following month period or, if earlier, the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code 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 409Adeath, and any ambiguities herein will remaining payments shall continue to be interpreted to so comply. The Company and Executive agree to work together paid in good faith to consider amendments to accordance with 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)7.

Code Section 409A. (i) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 4(b)(ii) and (iv) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such amounts are is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the (ii) Notwithstanding anything herein to avoid the contrary, to the extent any penalty sanctions under payments to Executive pursuant to Section 4(b)) are treated as non-qualified deferred compensation subject to Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409ACode, then such benefit or payment (A) no amount shall be provided in full at the earliest time thereafter when payable pursuant to such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of section unless Executive’s termination of employment, Executive is employment constitutes a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of from service” with the Company (as such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”), (B) any such payment payable under Section 4(b)(ii) or (iv) shall be paid on the sixtieth (60th) day following (1) Executive’s Separation from Service (with respect to payments pursuant to Section 4(b)(ii) or (2) the later of Executive’s Separation from Service or the date of the Change in Control, as applicable (with respect to payments pursuant to Section 4(b)(iv)), and (C) if Executive, at the time of his or her Separation from Service, is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and the Company determines that delayed commencement of any portion of the termination benefits payable to Executive pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”), then such portion of Executive’s termination benefits described in Section 4(b) shall not be provided to Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Executive’s Separation from Service, (B) the date of Executive’s death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the applicable Code Section 409A). If any 409A(a)(2)(B)(i) deferral period, all payments are delayed due deferred pursuant to such requirements, such amounts will a Payment Delay shall be paid in a lump sum to Executive on the earliest of within ten (x10) Executive’s death days following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code 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 409Asuch expiration, and any ambiguities herein will remaining payments due under the Agreement shall be interpreted to so complypaid as otherwise provided herein. The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his or her Separation from Service shall made by 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 accordance with the terms of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in of the form of payment, then such amendment must be done in a manner that complies with Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 409A(a)(4)(C1.409A-1(i) and any successor provision thereto).

Code Section 409A. This The Employer and the Executive intend that their exercise of authority or discretion under this Agreement shall be interpreted to avoid any penalty sanctions under comply with Section 409A of the Internal Revenue Code and the final regulations and any guidance promulgated thereunder (“Section 409A”)of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in Section 409A of the Internal Revenue Code of 1986, and if any payment payments under this Agreement will result in additional tax or benefit cannot be provided or made at interest to the time specified herein without incurring sanctions under Executive because of Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination despite any provision of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will shall not be paid by entitled to the end of the second calendar year following the year in which the termination occurs, payments until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) the date that is at least six months after termination of the Executive’s death following employment for reasons other than the date of Executive’s termination of employment with the Company or death, (y) the first payroll date of the Executive’s death, or (z) any earlier date that occurs does not result in additional tax or interest to the Executive under Section 409A. As promptly as possible after the date that is six (6) months following Executive’s “separation end of service” with the Company. For these purposesperiod during which payments are delayed under this provision, each severance payment or benefit is designated as a separate payment or benefit and will not collectively the entire amount of the delayed payments shall be treated as paid to the Executive in a single payment or benefitlump sum. This If any provision is intended to comply with of this Agreement does not satisfy the requirements of Code Section 409A so that none 409A, the provision shall be applied in a manner consistent with those requirements despite any contrary provision of this Agreement. If any provision of this Agreement would subject the severance payments and benefits Executive to be provided hereunder will be subject to the additional tax imposed or interest under Section 409A, and any ambiguities herein will be interpreted the Employer shall reform the provision. However, the Employer shall maintain to so comply. The Company and the maximum extent practicable the original intent of the applicable provision without subjecting the 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 interest, and the Employer shall not be required to actual payment to Executive under Section 409A. Notwithstanding anything to incur any additional compensation expense as a result of the contrary set forth reformed provision. References in this Agreement, Agreement to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in of the form Internal Revenue Code of payment1986 include rules, then such amendment must be done in a manner that complies with regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code Section 409A(a)(4)(C).409A.

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under As used in this Agreement, the term “Section 409A” means Section 409A of the Internal Revenue Code and the final regulations of 1986 and any proposed, temporary, or final Treasury Regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under such Section 409A, then such benefit as each may be amended from time to time. Notwithstanding anything in the Plan or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon to the contrary, and at any time, if the then-remaining balance, or any lesser portion of the then-remaining balance, of the Performance Shares are vested on an accelerated basis in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation of from service” under within the meaning of Section 409A. Notwithstanding anything 409A, as determined by NextG), other than due to death, and if (a) the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive Participant is a “specified employee” within the meaning of Section 409A, and 409A at the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result time of such termination as a Service Provider and (b) the payment of employment is necessary such accelerated Performance Shares will result in order to prevent any accelerated income recognition or the imposition of additional tax under Section 409A(a)(1)409A if paid to the Participant on or within the six-month time period after the Participant’s termination as a Service Provider, then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and accelerated Performance Shares will not be paid by the end of the second calendar year following the year in which the termination occurs, made until the first payroll date that occurs after the date that is six (6) months following Executiveand one day after the date on which the Participant was terminated as a Service Provider, unless the Participant dies after the Participant’s “separation of service” with termination as a Service Provider, in which case the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts Performance Shares will be paid in a lump sum Shares to Executive on the earliest of (x) ExecutiveParticipant’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs estate as soon as practicable after the date that is six (6) months following ExecutiveParticipant’s “separation of service” with the Companydeath. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended The parties intend for this Agreement to comply with the requirements of Code Section 409A requirements so that none of the severance payments and benefits to be Performance Shares provided hereunder under this Agreement or the corresponding issuable Shares will be subject to the additional tax imposed under Section 409A, and any ambiguities herein in this Agreement 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)accordingly.

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A It is intended that all of the Code benefits and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment payable under this Agreement may satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be made only upon construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a “separation of service” under manner that complies with Code Section 409A. For purposes of Section 409A(including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this letter (whether reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder (including the Severance Benefits) shall at all times be considered a separate and distinct payment. Notwithstanding anything any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of Executive’s termination of employment, Executive is his Separation from Service to be a “specified employee” within for purposes of Code Section 409A(a)(2)(B)(i), and if any of the meaning payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Code Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or shall not be provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of Executive prior to the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser earliest of (i) two (2) times the expiration of the six-month period measured from the date of Executive’s then annual compensation or Separation from Service with the Company, (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) date of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll death or (iii) such earlier date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined permitted under Code Section 409A)409A without the imposition of adverse taxation. If any Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments are delayed due deferred pursuant to such requirements, such amounts will this Section 7 shall be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).remaining

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under (a) The parties acknowledge that Section 409A of the Code imposes excise taxes and the final regulations and any guidance promulgated thereunder other penalties (“409A Penalties”) on deferred compensation that does not meet certain requirements. The parties intend that 409A Penalties shall not apply to any payment or the provision of any benefit hereunder, and accordingly, the provisions of this Agreement shall be construed consistent with that intention. This Section 409A”). If 24 shall apply to any payment or benefit cannot to which 409A Penalties would apply, notwithstanding that intention. If such 409A Penalties could be provided avoided by delaying the payment or made at postponing the time specified herein without incurring sanctions under Section 409Aprovision of the benefit, then such payment or provision of the benefit or payment shall be provided in full at the earliest delayed or postponed until such time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement as it may be made only upon or provided without Section 409A Penalties. If delay or postponement of a “separation payment or the provision of service” under Section 409A. Notwithstanding anything a benefit would not avoid the imposition of 409A Penalties, the parties agree to cooperate diligently to revise the contrary Agreement in order to preserve insofar as possible the payment or benefit free from 409A Penalties without materially changing the economic value of this Agreement, if Agreement to either party. (b) If at the time of ExecutiveEmployee’s termination “separation from service” (as that term is or may be defined in Section 409A(a)(2)(A)(i) of employmentthe Internal Revenue Code of 1986, Executive as amended, from the Company: (a) Employee is a “specified employee” within the meaning of as that term is or may be, defined under Section 409A, and the deferral 409A(a)(2)(B) of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), Code; and (b) are in excess a payment provided for under this Agreement is required to be treated as deferred compensation under Section 409A of the lesser of (i) two (2) times Executive’s Code, then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not no such payment may be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after made before the date that which is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following after the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of from service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. This (a) It is intended that any amounts payable under this Agreement and Company’s and Executive’s exercise of authority or discretion hereunder shall be interpreted to avoid any penalty sanctions under comply with Section 409A of the Code and (including the final Treasury regulations and any other published guidance promulgated thereunder relating thereto) (“Code Section 409A”). If ) so as not to subject Executive to payment of any payment additional tax, penalty or benefit cannot be provided interest imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or made at the time specified herein without incurring sanctions under interest imposed by Code Section 409A, then such benefit or payment the Agreement shall be provided in full at modified to avoid such additional tax, penalty or interest yet preserve (to the earliest time thereafter when such sanctions will not be imposed. All payments nearest extent reasonably possible) the intended benefit payable to be made upon a termination Executive. (b) Notwithstanding any provision of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreementcontrary, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of as defined in Code Section 409A, and the deferral of the commencement of Executive shall not be entitled to any severance payments or benefits otherwise payable pursuant to this Agreement as upon a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after employment until the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser earlier of (i) two the date which is six (26) times months after Executive’s then annual compensation “separation from service” (as such term is defined in Code Section 409A and regulations promulgated thereunder) with the Company for any reason other than death, or (ii) two (2) times the limit on compensation set forth in date of Executive’s death. Furthermore, with regard to any benefit to be provided upon a termination of employment, to the extent required by Code Section 401(a)(17) 409A, Executive shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Corporation therefore promptly after the end of the Code for the year in which such period. Any amounts otherwise payable to Executive following a termination of Executive’s employment is terminated and will that are not so paid by reason of this Section 24(b) shall be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs as soon as practicable after the date that is six (6) months following after the termination of Executive’s “separation of service” with the Company employment (as defined under Code Section 409A). If any payments are delayed due to such requirementsor, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following if earlier, the date of Executive’s termination death). The provisions of employment with this Section 24(b) shall only apply if, and to the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposesextent, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended required to comply with the requirements of Code 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).409A.

Code Section 409A. (i) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 4(b)(ii) and (iv) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such amounts are is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted to avoid any penalty sanctions under in accordance with Code Section 409A and Department of the Code and the final Treasury regulations and any other interpretive guidance promulgated thereunder (“Section 409A”)issued thereunder. If any payment or benefit cannot be provided or Each series of installment payments made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon is hereby designated as a series of “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employeeseparate payments” within the meaning of Section 409A, and the deferral 409A of the commencement Code. (ii) Notwithstanding anything herein to the contrary, to the extent any payments to Executive pursuant to Section 4(b)) are treated as non-qualified deferred compensation subject to Section 409A of any severance payments or benefits otherwise the Code, then (A) no amount shall be payable pursuant to this Agreement as a result of such section unless Executive’s termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s constitutes a “separation of from service” with the Company (as such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”), (B) any such payment payable under Section 4(b)(ii) or (iv) shall be paid on the sixtieth (60th) day following (1) Executive’s Separation from Service (with respect to payments pursuant to Section 4(b)(ii) or (2) the later of Executive’s Separation from Service or the date of the Change in Control, as applicable (with respect to payments pursuant to Section 4(b)(iv)), and (C) if Executive, at the time of his or her Separation from Service, is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and the Company determines that delayed commencement of any portion of the termination benefits payable to Executive pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”), then such portion of Executive’s termination benefits described in Section 4(b) shall not be provided to Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Executive’s Separation from Service, (B) the date of Executive’s death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the applicable Code Section 409A). If any 409A(a)(2)(B)(i) deferral period, all payments are delayed due deferred pursuant to such requirements, such amounts will a Payment Delay shall be paid in a lump sum to Executive on within ten (10) days following such expiration, and any remaining payments due under the earliest Agreement shall be paid as otherwise provided herein. The determination of (xwhether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) Executive’s death following of the date Code as of Executive’s termination the time of employment his or her Separation from Service shall made by the Company in accordance with the Company or terms of Section 409A of the Code and applicable guidance thereunder (yincluding without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto). (i) To the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” extent applicable, this Agreement shall be interpreted in accordance with the Companyapplicable exemptions from Section 409A of the Code. For these purposes, each severance payment If Executive and the Company determine that any payments or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the requirements of Code do not comply with Section 409A so that none of the severance payments Code, Executive 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. Notwithstanding anything to the contrary set forth in amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the 12 requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any amendment to provision in this Agreement is ambiguous as to its compliance with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration of the Code, the provision shall be read in a payment or a change in the form of payment, then such amendment must be done in a manner that complies no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (ii) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 409A(a)(4)(C)1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This (a) It is the intention of Company and Employee that the provisions of this Agreement shall be interpreted to avoid any penalty sanctions under comply with Section 409A of the Code and the final rules, regulations and any guidance other authorities promulgated thereunder (including the transition rules thereof) (collectively, “Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination and all provisions of employment under this Agreement may will be made only upon construed and interpreted in a “separation of service” under Section 409A. Notwithstanding anything to manner consistent with 409A. (b) To the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive extent Employee is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code and as determined in good faith by Company, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise be payable during the six-month period after separation from service will be made during such six-month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six-month period. (c) In the event that Company determines that any provision of this Agreement does not comply with 409A, and Company will be entitled, without Employee’s consent, to amend or modify such provision to comply with 409A; provided, however, that such amendment or modification will, to the deferral of greatest extent commercially practicable, maintain the commencement of any severance payments or benefits otherwise payable pursuant economic value to this Agreement as a result Employee of such termination of employment provision. (d) In the event that, notwithstanding the foregoing, Employee is necessary in order subject to prevent any accelerated income recognition or additional tax penalties under Section 409A(a)(1409A (a “409A Tax”), then Employee will be entitled to receive an additional payment from Company (a “409A Gross-Up Payment”) in an amount such that, after payment by Employee of all taxes (and any interest or penalties imposed with respect to such taxes), including any income and employment taxes (and any interest and penalties imposed with respect thereto) and any 409A Tax imposed upon the Company will not commence any payment 409A Gross-Up Payment, Employee retains an amount of any the 409A Gross-Up Payment equal to the 409A Tax imposed with respect to such provision. (e) For purposes of 409A, each installment of severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (apay under Section 1.1(a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not deemed to be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code permitted under Treasury Regulation 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C1.409A-2(b)(2)(iii).

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2½) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).. 187017745 v5

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of from service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Department of Treasury regulations and other guidance promulgated thereunder (a “Separation from Service”). Notwithstanding any provision of this Agreement to the contrary, if, at the time of your termination of employment with the Company, you are a “specified employee” (as defined in Section 409A of the Code) and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement letter agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1)409A of the Code, then the Company will not commence any defer the commencement of the payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executiveyou) that (a) will not and may could not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s your termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s your then annual compensation or (ii) two (2) times the limit on compensation then set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” your Separation from Service with the Company (as defined under Code Section 409A). If any payments are delayed deferred due to such requirements, such amounts will be paid in a lump sum to Executive you on the earliest of (xa) Executive’s your death following the date of Executive’s your termination of employment with the Company or (yii) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” your Separation from Service with the Company. For these purposes, each severance payment or benefit is hereby designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision paragraph is intended to comply with the requirements of Code Section 409A of the Code so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, 409A of the Code and any ambiguities herein will be interpreted to so comply. The You and 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 you under Section 409A. Notwithstanding anything to 409A of the contrary set forth in this Agreement, to Code. To the extent that any amendment reimbursements or expense payments payable to this Agreement with respect you are subject to the payment provisions of any severance payments or benefits would constitute under Section 409A a delay of the Code, any such reimbursements or acceleration payments shall be paid no later than December 31 of the year following the year in a payment which, the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and the right to reimbursement will not be subject to liquidation or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)exchange for another benefit.

Code Section 409A. This Notwithstanding anything in the Plan or this Agreement shall be interpreted to avoid any penalty sanctions under Section 409A the contrary, if the vesting of the Code and balance, or some lesser portion of the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment balance, of the Restricted Stock Units are accelerated in connection with Participant’s termination of Continuous Status as an Employee or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409AConsultant, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions accelerated Restricted Stock Units will not be imposed. All payments to be made upon payable until and unless Participant has a termination “separation from service” within the meaning of employment under Section 409A. Further, and notwithstanding anything in the Plan or this Agreement may be made only to the contrary, if any such accelerated Restricted Stock Units would otherwise become payable upon a “separation of from service” under within the meaning of Section 409A. Notwithstanding anything to the contrary in this Agreement409A, and if at the time of Executive’s termination of employment, Executive (a) Participant is a “specified employee” within the meaning of Section 409A, and 409A at the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result time of such termination “separation from service” within the meaning of employment is necessary Section 409A (other than due to Participant’s death) and (b) the payment of all or a portion of such accelerated Restricted Stock Units would result in order to prevent any accelerated income recognition or the imposition of additional tax under Section 409A(a)(1)409A if paid to Participant on or within the six (6) month period following Participant’s “separation from service” within the meaning of Section 409A, then the Company will not commence any payment of any the portion of such severance payments or benefits otherwise required hereunder (but without any reduction accelerated Restricted Stock Units that would result in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and additional tax imposition will not be paid by the end of the second calendar year following the year in which the termination occurs, made until the first payroll date that occurs after the date that is six (6) months and one (1) day following Executivethe date of Participant’s “separation of from service” with within the Company (as defined under Code meaning of Section 409A). If any payments are delayed due to such requirements, such amounts unless Participant dies following his or her termination of Continuous Status as an Employee or Consultant, in which case the Restricted Stock Units will be paid in a lump sum Shares to Executive on Participant’s estate as soon as practicable following his or her death (and in all cases within ninety (90) days of Participant’s death). It is the earliest intent of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended this Agreement to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be Restricted Stock Units provided hereunder under this Agreement or Shares issuable thereunder 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s 135291277 v2 termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2½) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. This The parties intend this Agreement shall to be interpreted to avoid any penalty sanctions under either exempt from or compliant with Section 409A of the Code Code, as amended, and the final regulations and any guidance promulgated thereunder (“Section 409A”), and this Agreement will be interpreted and administered accordingly. If Notwithstanding any provision to the contrary, neither the Company, the Board, nor any of their delegates or agents shall have any liability for any negative tax consequences to Employee under Section 409A, nor shall they have any obligation to prevent, minimize, or make a gross-up payment to offset any such negative consequences. To the extent any payment or benefit under this Agreement is subject to Section 409A, the following conditions will apply: (a) The parties designate each payment as a separate payment. (b) Any reimbursement or in-kind benefit is subject to all of the following conditions: (i) any amount provided in one taxable year has no effect on the amount eligible to be provided in another taxable year, unless permitted under Section 409A; (ii) any reimbursement will be made no later than the end of the year after the year in which the expense is incurred; and (iii) the right to any amount cannot be provided liquidated or made at exchanged for another benefit. Any tax gross-up payment will be paid by December 31 of the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided year after the year in full at which the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon Employee pays the underlying taxes. (c) To the extent a termination of employment under this Agreement may be made only upon triggers a payment, a change in the time and form of payment, or both, the term “separation termination of serviceemployment,” under Section 409A. Notwithstanding anything or words to the contrary that effect used in this Agreement, if at means the time of ExecutiveEmployee’s termination of employment, Executive is “separation from service” (as defined under Section 409A). (d) Any amount payable within the six-month period after the Employee’s separation from service as a “specified employee” within the meaning of (as defined under Section 409A, and the deferral ) of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but accumulate without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not interest and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of on the year following Executive’s termination (or two and one half (2 1⁄2) months first payday after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurssix-month period or, until the first payroll date that occurs if earlier, within ten business days after the date that is six appointment of a personal representative or executor of the estate after the Participant’s death. (6e) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts Any severance payment will be paid in a lump sum to Executive on or beginning on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs payday after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code 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 end of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to period during which the contrary set forth in this AgreementEmployee may revoke a general release of claims that becomes effective no later than 60 days after the Employee’s separation from service, to the extent except that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).EAST\126731563.1 7/26/16

Code Section 409A. This Notwithstanding anything in the Plan or this Agreement shall be interpreted to avoid any penalty sanctions under Section 409A the contrary, if the vesting of the Code and balance, or some lesser portion of the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment balance, of the Restricted Stock Units are accelerated in connection with the Participant’s termination of Continuous Status as an Employee or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409AConsultant, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions accelerated Restricted Stock Units will not be imposed. All payments to be made upon payable until and unless the Participant has a termination “separation from service” within the meaning of employment under Section 409A. Further, and notwithstanding anything in the Plan or this Agreement may be made only to the contrary, if any such accelerated Restricted Stock Units would otherwise become payable upon a “separation of from service” under within the meaning of Section 409A. Notwithstanding anything to 409A, and if (x) the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive Participant is a “specified employee” within the meaning of Section 409A, and 409A at the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result time of such termination “separation from service” within the meaning of employment is necessary Section 409A (other than due to the Participant’s death) and (y) the payment of all or a portion of such accelerated Restricted Stock Units would result in order to prevent any accelerated income recognition or the imposition of additional tax under Section 409A(a)(1)409A if paid to the Participant on or within the six (6) month period following the Participant’s “separation from service” within the meaning of Section 409A, then the Company will not commence any payment of any the portion of such severance payments or benefits otherwise required hereunder (but without any reduction accelerated Restricted Stock Units that would result in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and additional tax imposition will not be paid by the end of the second calendar year following the year in which the termination occurs, made until the first payroll date that occurs after the date that is six (6) months and one (1) day following Executivethe date of the Participant’s “separation of from service” with within the Company (as defined under Code meaning of Section 409A). If any payments are delayed due to such requirements, such amounts unless the Participant dies following his or her termination of Continuous Status as an Employee or Consultant, in which case the Restricted Stock Units will be paid in a lump sum Shares to Executive on the earliest Participant’s estate as soon as practicable following his or her death (and in all cases within ninety (90) days of (x) ExecutiveParticipant’s death following death). It is the date intent of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended this Agreement to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be Restricted Stock Units provided hereunder under this Agreement or Shares issuable thereunder 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. This Agreement shall be interpreted to avoid (a) If any penalty sanctions under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided benefits set forth in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a are “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employeedeferred compensation” within the meaning of Section 409A, any termination of employment triggering payment of such benefits must constitute a “separation from service” under Section 409A before a distribution of such benefits can commence. It is intended that each installment of the payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Section 409A and the deferral of guidance issued thereunder. Neither Company nor Executive shall have the commencement right to accelerate or defer the delivery of any severance such payments or benefits otherwise payable except to the extent specifically permitted or required by Section 409A. (b) If any amount is to be paid to Executive pursuant to this Agreement as a result of such Executive’s termination of employment and if Executive is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s a “separation of serviceSpecified Employee” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest ) as of (x) Executive’s death following the date of Executive’s termination of employment hereunder, then, (i) each installment of the payments and benefits due under this Agreement that, in accordance with the dates and terms set forth therein, will in all circumstances, regardless of when the separation from service occurs, be paid within the period of time permitted under Treasury Regulation Section 1.409A-1(b)(4) shall be treated as a short-term deferral within the meaning of such Section to the maximum extent possible and shall be paid at the time set forth herein; and (ii) each installment of the payments and benefits due this Agreement that is not described in Section 11(b)(i) above and that would, absent this subsection, be paid within the six-month period following Executive’s “separation from service” from Company or (y) the first payroll date that occurs after shall not be paid until the date that is six months and one day after such separation from service (6) or, if earlier, Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following Executive’s “separation of service” from service and any subsequent installments, if any, being paid in accordance with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit dates and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code 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. Notwithstanding anything to the contrary terms set forth in this Agreement; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-l(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of Executive’s second taxable year following his taxable year in which the separation from service occurs. (iii) Any deferred compensation payments delayed in accordance with the terms of Section 11(b)(ii) shall be paid in a lump sum when paid and shall be adjusted for earnings in accordance with the applicable short term rate under Section 1274(d) of the Code. (iv) The determination of whether and when Executive’s separation from service from Company has occurred shall be made and in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-l(h). Solely for purposes of this Section 11(b)(iv)., “Company” shall include all persons with whom Company would be considered a single employer under Section 414(b) and 414(c) of the Code. (c) Notwithstanding any amendment to other provision of this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of paymentcontrary, then such amendment must this Agreement shall be done interpreted and at all times administered in a manner that complies avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. For purposes of clarification, this section shall not require any forfeiture of benefits on the part of Executive. (d) The parties intend this Agreement to be in compliance with Section 409A(a)(4)(C).409A. Executive acknowledges and agrees that Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

Code Section 409A. This Agreement shall at all times be interpreted and operated in compliance with Section 409A of the Code. The parties intend that the payments and benefits under this Agreement will qualify for any available exceptions from coverage under Code Section 409A and this Agreement shall be interpreted accordingly. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to avoid the contrary, (i) with respect to any penalty sanctions payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to termination of Executive’s employment are intended to mean Executive’s “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, (iii) each such payment that is made within two and one-half (2-1/2) months following the end of the calendar year that contains the date of Executive’s termination is intended to be exempt from Code and Section 409A as a short-term deferral within the meaning of the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Code Section 409A, then (iv) each such benefit or payment that is made later than two and one-half (2-1/2) months following the end of the calendar year that contains the date of Executive’s termination is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that is made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided in full at for "specified employees" below. If Executive is a "specified employee" within the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination meaning of employment under this Agreement may be made only upon a “separation of service” under Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if 409A at the time of Executive’s termination separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of employment, Executive is a “specified employee” within the meaning of any additional tax under Code Section 409A, and the deferral of the commencement of any severance payments or benefits amounts that would otherwise be payable pursuant to under this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then during the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year six-month period immediately following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will separation from service shall not be paid by to Executive during such period, but shall instead be accumulated and paid to Executive (or, in the end event of the second calendar year following the year Executive’s death, to Executive’s estate) in which the termination occurs, until a lump sum on the first payroll date that occurs business day after the earlier of the date that is six (6) months following Executive’s “separation of service” with from service or Executive’s death. To the Company (as defined extent any reimbursements or in-kind benefits due to Executive under this Agreement are subject to Code Section 409A). If , (i) the expenses eligible for reimbursement or the in-kind benefits provided in any payments are delayed due to such requirements, such amounts given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the reimbursement of an eligible expense must be paid in a lump sum to Executive on made no later than the earliest last day of (x) Executive’s death calendar year following the date of Executive’s termination of employment with calendar year in which the Company or expense was incurred; and (yiii) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment right to reimbursements or benefit is designated as a separate payment in-kind benefits cannot be liquidated or benefit and will not collectively be treated as a single payment or exchanged for any other benefit. This provision is intended to comply with the requirements of Code 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2½) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the 187018506 v8 Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code 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. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).