Common use of Code Section 409A Clause in Contracts

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) To the extent any provision of this Agreement or action by Although the Company would subject does not guarantee the Executive to liability for interest tax treatment of any payments or additional taxes benefits provided under Code Section 409Athis Agreement, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code with, or be exempt from, Section 409A409A to the extent the Agreement (or any benefit or payment provided hereunder) is subject thereto, and this the Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrarycontrary in this Agreement, no termination if Executive is deemed on the date of his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or similar payments or benefits shall be benefit that is considered non-qualified deferred compensation under Section 409A payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within that is required to be delayed pursuant to Section 409A(a)(2)(B) of the meaning Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of Code Section 409A. For purposes (i) the expiration of Code Section 409Athe six-month period measured from the date of Executive’s “separation from service,” or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all installment payments of deferred compensation made hereunder, or and benefits delayed pursuant to another plan this Section 6.15 (whether they would have otherwise been payable in a single sum or arrangement, in installments in the absence of such delay) shall be deemed paid or reimbursed to be separate payments. To the extent Executive in a lump sum and any reimbursements or in-kind benefit remaining payments and benefits due under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made paid or provided in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv)the normal payment dates specified for them herein. This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if for purposes of any provision of this Agreement providing for the Executive payment of any amounts or benefits upon or following a termination of employment that are considered deferred compensation under Section 409A, references to Executive’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. With respect to any reimbursement or in-kind benefit arrangements of the Company and its Affiliates that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (provided, that, this clause (i) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is determined in effect), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a Specified Employee as separate payment for purposes of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due 409A. Whenever a payment under this Agreement that are deemed specifies a payment period with reference to be deferred compensation a number of days (e.g., “payment shall be subject to a six made within thirty (6)-month delay 30) days following the Termination Date; and all delayed payments date of termination”), the actual date of payment within the specified period shall be accumulated and paid in a lump-sum payment as within the sole discretion of the first day of the seventh month following the Termination Date (orCompany. Notwithstanding anything herein, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date Executive shall be paid to the Executive in accordance responsible for payment of any applicable personal tax liabilities associated with the payment schedule established hereinreceipt of income or benefits pursuant to this Agreement.

Code Section 409A. (a) The provisions in this Section 6 shall apply if the Participant is subject to taxation in the United States. 6.1 To the extent any provision of this Agreement or action by the Company would Restricted Stock Units constitute “nonqualified deferred compensation” that is subject the Executive to liability for interest or additional taxes under Code Section 409A409A (“NQ Deferred Compensation”), it shall be deemed null and void, any Restricted Stock Units that are payable upon or with reference to the extent permitted by law and deemed advisable by date that the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement Participant’s Active Service terminates (i) shall not be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to paid unless the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes Participant experiences a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To 409A and (ii) if the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to Participant is a “specified employee” within the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions meaning of Code Section 409A or any other provision on the date of the Code. (b) Notwithstanding any provision of this Agreement to Participant’s separation from service, then the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation Restricted Stock Units shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of on the first business day of the seventh month following the Termination Date (Participant’s separation from service, or, if earlier, as on the date of the Executive's Participant’s death), with all to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments being credited made pursuant to this Agreement and the Plan are intended to qualify for an exemption from or comply with interest (compounded monthly) for Code Section 409A. Notwithstanding any other provision in this period of delay equal Agreement and the Plan, the Company, to the prime rate extent it deems necessary or advisable in effect on its sole discretion, reserves the first day of such six (6)-month periodright, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Any portion Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the benefits hereunder that were not otherwise due Company based on matters covered by Code Section 409A, including the tax treatment of any amount paid or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to be any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereinor payable under this Agreement.

Code Section 409A. This Agreement is intended to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code, as amended (athe “Code”), and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) To or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4). For purposes of Section 409A of the extent Code, Executive’s right to receive any provision installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. In the event the terms of this Agreement would subject Executive to taxes or action by penalties under Section 409A of the Code (“409A Penalties”), the Company would subject and Executive shall cooperate diligently to amend the Executive terms of the Agreement to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and voidavoid such 409A Penalties, to the extent permitted by law possible. To the extent required to avoid the imposition of additional taxes and deemed advisable by penalties under Section 409A of the Company. It is intended that Code, any amounts under this Agreement will comply with Code Section 409A, are payable by reference to Executive’s “termination of employment” such term and this Agreement similar terms shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision deemed to refer to Executive’s “separation from service,” within the meaning of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account Section 409A of the Executive's termination of employment unless such termination constitutes Code; provided, however, that a “separation from service” means a separation from service with the Company and all other persons or entities with whom the Company would be considered a single employer under Section 414(b) or 414(c) of the Code, applying the 80% threshold used in such Code sections and the Treasury Regulations thereunder, all within the meaning of Code Section 409A. For purposes 409A of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed the Code. Executive hereby agrees to be separate payments. To bound by the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Company’s determination of its “specified employees” (as such term is defined in Section 409A, 409A of the Code) provided such reimbursements and in-kind benefit payments shall be made determination is in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to any of the extent necessary (including retroactively) by methods permitted under the Company to avoid the application of taxes or interest regulations issued under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or of the Code. Notwithstanding any other provision of the Code. (b) Notwithstanding any provision of in this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, thenAgreement, to the extent required pursuant to Code any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A409A of the Code, payments due under this Agreement that are deemed then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that constitutes deferred compensation under Section 409A of the Code and is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be subject delayed until the earlier to a six occur of (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of A) the first day of the seventh month following Executive’s separation from service or (B) the Termination Date (or, if earlier, as date of the Executive's ’s death), with all such delayed payments being credited with interest (compounded monthly) for . Any reimbursement payable to Executive pursuant to this period of delay equal to the prime rate in effect Agreement shall be conditioned on the first day submission by Executive of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive in accordance incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. In no event will Employer be liable for any additional tax, interest or penalties that may be imposed on Executive under Section 409A of the Code or for any damages for failing to comply with Section 409A of the payment schedule established herein.Code

Code Section 409A. (a) To Although the extent any provision Company does not guarantee the particular tax treatment of the Restricted Stock Units granted under this Agreement, the grant of Restricted Stock Units under this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will to comply with with, or be exempt from, the applicable requirements of Section 409A of the Internal Revenue Code Section 409Aof 1986, as amended (“Code”) and this Agreement shall be administered accordingly limited, construed and interpreted and construed on a basis consistent in accordance with such intent. Notwithstanding In no event whatsoever shall the Company or any provision of this Agreement to the contraryits affiliates be liable for any additional tax, no termination interest or similar payments or benefits shall penalties that may be payable hereunder imposed on account you by Section 409A of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant any damages for failing to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance comply with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) To the extent any payment made under this Agreement constitutes “non-qualified deferred compensation” pursuant to Section 409A of the Code (a “409A Covered Award”), the following provisions shall apply: (i) A termination of employment shall not be deemed to have occurred for purposes of any provision of a 409A Covered Award providing for payment upon or following a termination of the Participant’s employment unless such termination is also a “Separation from Service” within the meaning of Code Section 409A and, for purposes of any such provision of the 409A Covered Award, references to a “termination,” “termination of employment” or like terms shall mean Separation from Service. Notwithstanding any provision of this Agreement to the contrarycontrary in this Agreement, if the Executive Participant is determined deemed on the date of the Participant’s termination of employment to be a Specified Employee as “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Termination DateCode and using the identification methodology selected by the Company from time to time, thenor if none, the default methodology set forth in Code Section 409A, then with regard to any such payment under a 409A Covered Award, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation delayed in compliance with Section 409A(a)(2)(B) of the Code, such payment shall not be subject made prior to a the earlier of (i) the expiration of the six (6)-month delay following period measured from the Termination Date; date of the Participant’s Separation from Service, and all (ii) the date of the Participant’s death. All payments delayed payments pursuant to this paragraph 9(b)(i) shall be accumulated and paid in a lump-sum payment as of to the Participant on the first day of the seventh month following the Termination Date (date of the Participant’s Separation from Service or, if earlier, as on the date of the Executive's Participant’s death). (ii) Whenever a payment under a 409A Covered Award specifies a payment period with reference to a number of days, with all such delayed payments being credited with interest (compounded monthly) for this the actual date of payment within the specified period of delay equal to shall be within the prime rate in effect on the first day of such six (6)-month period. Any portion sole discretion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereinCompany.

Code Section 409A. (a) To This Agreement is intended to meet the extent any provision requirements of this Agreement or action by Section 409A of the Company would subject the Executive to liability for interest or additional taxes under Code Section 409ACode, it and shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such that intent. Notwithstanding any provision Each payment provided hereunder, whether part of this Agreement a severance benefit or otherwise, is intended to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For separate payment for purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code, including Treasury Regulation 1.409A-2(b)(2). (b) Notwithstanding any other provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, thenAgreement, to the extent required pursuant that the right to any payment (including the provision of benefits) hereunder or under any other plan or agreement of the Corporation or any Affiliate of the Corporation covering Executive, provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s Separation from Service (within the meaning of Section 409A409A of the Code) (the “Separation Date”), payments due under this Agreement that are deemed then no payment of non-qualified deferred compensation (within the meaning of Section 409A of the Code) otherwise to be deferred compensation made as a result of the Executive’s Separation from Service shall be subject to a made or commence during the period beginning on the Separation Date and ending on the date that is six (6)-month delay months following the Termination Date; and all delayed payments Separation Date or, if earlier, on the date of the Executive’s death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be accumulated and paid in a lump-sum payment as of to the Executive on the first day of the seventh first calendar month following the Termination Date end of such six-month period. (or, if earlier, as ii) Payments with respect to reimbursements of expenses or benefits or provision of fringe or other in-kind benefits shall be made on or before the last day of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period calendar year following the Termination Date calendar year in which the relevant expense or benefit is incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall be paid to not affect the Executive expenses or benefits eligible for reimbursement, payment or provision in accordance with the payment schedule established hereinany other calendar year.

Code Section 409A. (a) To The intent of the parties is that payments and benefits under the Agreement comply with Section 409A of Code to the extent any provision of this subject thereto, and, accordingly, to the maximum extent permitted, the Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null interpreted and voidbe administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent permitted by law required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of the Agreement and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement no payment shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement due to the contrary, no termination or similar payments or benefits shall be payable hereunder Participant under the Agreement on account of a separation from service until the Executive's termination of employment unless such termination constitutes Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in the Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under the Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in the Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. For purposes of Code Section 409Amaking a payment under the Agreement, all installment payments if any amount is payable as a result of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409Aa Substantial Corporate Change, such reimbursements and in-kind benefit payments shall be made event must also constitute a “change in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by ownership or effective control” of the Company to avoid or a “change in the application ownership of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any substantial portion of the benefits hereunder that were not otherwise due to be paid during assets” of the six (6)-month period following Company within the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.meaning of Section 409A.

Code Section 409A. (a) To Notwithstanding any other provision in this Agreement to the contrary, if and to the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under that Code Section 409A409A is deemed to apply to any benefit under this Agreement, it shall be deemed null and voidis the general intention of the Corporation that such benefits shall, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will practicable, comply with with, or be exempt from, Code Section 409A, and this Agreement shall shall, to the extent practicable, be administered accordingly and interpreted and construed on a basis consistent with such intentin accordance therewith. Notwithstanding any provision Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to the contrary, no termination or similar payments or benefits apply shall not be payable hereunder on account of the Executive's termination of employment permitted unless such termination constitutes a “separation deferrals are in compliance with or otherwise exempt from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, In the event that the Corporation (or pursuant to another plan a successor thereto) has any stock which is publicly traded on an established securities market or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements otherwise and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the Termination Datedate that is six months after Executive’s separation from service (or death, thenif earlier). To the extent that Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during the six months following his separation from service, if any, will be accumulated and paid to Executive during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then such terms, provisions, and conditions shall, to the extent required pursuant practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not to comply with Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation then neither the Corporation, its Subsidiaries, the Board, the Compensation Committee, nor its or their designees or agents shall be subject liable to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid Executive or any other person for actions, decisions, or determinations made in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereingood faith.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company Employer would subject the Executive to liability for interest or additional taxes under Section 409A of the Internal Revenue Code Section 409Aof 1986, as amended (the “Code”), it shall be deemed null and void, to the extent permitted by law and deemed advisable by the CompanyEmployer. It is intended that this Agreement will comply with with, or be exempt from, Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's ’s termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section §1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company Employer to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 24 shall not be construed as a guarantee of any particular tax effect for the Executive's ’s benefits under this Agreement and the Company Employer does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code.409A. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination DateDate of Termination, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month six-month delay following the Termination DateDate of Termination; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Date of Termination Date (or, if earlier, as of the Executive's ’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six six-month period (6)-month periodbased on the prime rate as reflected in the Wall Street Journal). Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month six-month period following the Date of Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) To Notwithstanding any other provision in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any provision benefit under this Agreement, it is the general intention of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and voidthat such benefits will, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will practicable, comply with with, or be exempt from, Code Section 409A, and this Agreement shall will, to the extent practicable, be administered accordingly and interpreted and construed on a basis consistent with such intentin accordance therewith. Notwithstanding any provision Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to the contrary, no termination or similar payments or benefits shall apply will not be payable hereunder on account of the Executive's termination of employment permitted unless such termination constitutes a “separation from service” within the meaning of deferrals are in compliance with Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To In the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by event that the Company to avoid the application of taxes (or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of successor thereto) has any particular tax effect for the Executive's benefits under this Agreement stock which is publicly traded on an established securities market or otherwise and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee “specified employee” (as of the Termination Date, then, to the extent required pursuant to defined under Code Section 409A), payments due under this Agreement any payment that are is deemed to be deferred compensation shall under Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to a the six-month delay rule, all payments that would have been made to Executive during the six (6)-month delay months following the Termination Date; and all delayed payments shall his separation from service that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid in a lump-sum payment as of the first day of to Executive during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the Termination Date (orpurposes herein, if earlier, as the phrase “termination of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to employment” or similar phrases will be paid during the six (6)-month period following the Termination Date shall be paid to the Executive interpreted in accordance with the payment schedule established hereinterm “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions will, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement will be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder will be deemed not to comply with Code Section 409A, then neither the Company, the Board, the Committee nor its or their designees or agents will be liable to any participant or other person for actions, decisions or determinations made in good faith.

Code Section 409A. (aThis Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Employee pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) To or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Employee under this Agreement shall be considered a separate payment. In the extent any provision event the terms of this Agreement would subject Employee to taxes or action by penalties under Section 409A of the Code (“409A Penalties”), the Company would subject and Employee shall cooperate diligently to amend the Executive terms of the Agreement to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and voidavoid such 409A Penalties, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate paymentspossible. To the extent any reimbursements or in-kind benefit payments amounts under this Agreement that constitute a deferral of compensation within the meaning of Section 409A of the Code are subject payable by reference to Code Section 409A, Employee’s “termination of employment,” such reimbursements term and in-kind benefit payments similar terms shall be made deemed to refer to Employee’s Separation from Service. Employee hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to any of the extent necessary (including retroactively) by methods permitted under the Company to avoid the application of taxes or interest regulations issued under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or of the Code. Notwithstanding any other provision of the Code. (b) Notwithstanding any provision of in this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, thenAgreement, to the extent required pursuant to Code any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A, payments due under this Agreement then (i) each such payment that are deemed is conditioned upon Employee’s execution of a release and that is to be deferred compensation paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be subject paid or provided in the later of the two taxable years and (ii) if Employee is a specified employee (within the meaning of Section 409A of the Code) as of the date of Employee’s Separation from Service, each such payment that is payable upon Employee’s Separation from Service and would have been paid prior to a six (6)-month delay following the Termination Date; and all delayed payments six-month anniversary of Employee’s Separation from Service, shall be accumulated and paid in a lump-sum payment as delayed until the earlier to occur of (A) the first day of the seventh month following Employee’s Separation from Service and (B) the Termination Date (or, if earlier, as date of the Executive's Employee’s death), with all such delayed payments being credited with interest (compounded monthly) for . Any reimbursement payable to Employee pursuant to this period of delay equal to the prime rate in effect Agreement shall be conditioned on the first day submission by Employee of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Employee within 30 days following receipt of such expense reports, but in no event later than the Executive last day of the calendar year following the calendar year in accordance with which Employee incurred the payment schedule established hereinreimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (a) “409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any provision of amounts under this Agreement or action are payable by the Company would subject the Executive reference to liability for interest or additional taxes under Code Section 409A, it Executive’s “termination of employment” such term and similar terms shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement refer to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a ’s “separation from service,” within the meaning of Code Section 409A. For purposes 409A of Code the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, all installment payments then (A) each such payment which is conditioned upon Executive’s execution of deferred compensation made hereunder, a release and which is to be paid or pursuant to another plan or arrangementprovided during a designated period that begins in one taxable year and ends in a second taxable year, shall be deemed to be separate payments. To paid or provided in the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision later of the Code. two taxable years and (bB) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee specified employee (within the meaning of Section 409A of the Code) as of the Termination Datedate of Executive’s separation from service, then, each such payment that is payable upon the Executive’s separation from service and would have been paid prior to the extent required pursuant to Code Section 409Asix-month anniversary of Executive’s separation from service, payments due under this Agreement that are deemed to be deferred compensation shall be subject delayed until the earlier to a six occur of (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of i) the first day of the seventh month following the Termination Date Executive’s separation from service or (or, if earlier, as ii) the date of the Executive's ’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) To Notwithstanding any other provision in this Agreement to the contrary, if and to the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under that Code Section 409A409A is deemed to apply to any benefit under this Agreement, it shall be deemed null and voidis the general intention of the Corporation that such benefits shall, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will practicable, comply with with, or be exempt from, Code Section 409A, and this Agreement shall shall, to the extent practicable, be administered accordingly and interpreted and construed on a basis consistent with such intentin accordance therewith. Notwithstanding any provision Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to the contrary, no termination or similar payments or benefits apply shall not be payable hereunder on account of the Executive's termination of employment permitted unless such termination constitutes a “separation deferrals are in compliance with or otherwise exempt from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, In the event that the Corporation (or pursuant to another plan a successor thereto) has any stock which is publicly traded on an established securities market or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements otherwise and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the Termination Datedate that is six months after Executive’s separation from service (or death, thenif earlier). To the extent that Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during the six months following his separation from service, if any, will be accumulated and paid to Executive during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then such terms, provisions, and conditions shall, to the extent required pursuant practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not to comply with Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation then neither the Corporation, the Board, the Compensation Committee, nor its or their designees or agents shall be subject liable to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid Executive or other person for actions, decisions, or determinations made in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereingood faith.

Code Section 409A. (a) To The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Severance benefits under the Agreement are intended to be exempt from Section 409A under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. In no event shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A; provided that amounts are paid in accordance with the terms set forth herein. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement or action by providing for the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding payment of any provision of this Agreement to the contrary, no termination or similar payments amounts or benefits shall be payable hereunder on account of the Executive's upon or following a termination of employment unless such termination constitutes is also a “separation from service” within the meaning of Code Section 409A. For 409A and, for purposes of Code any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) If the Executive is a Specified Employee, within the meaning of Section 409A, all installment payments on the date of his “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h), any amounts payable on account of such separation from service that constitute “deferred compensation made hereundercompensation” within the meaning of Section 409A shall be paid on the date that is six (6) months following such separation from service, or pursuant the date of Executive’s death, if earlier, but only to another plan or arrangement, shall be deemed the extent necessary to be separate payments. avoid the imposition of additional taxes under Section 409A. (d) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any reimbursements such right to reimbursement or in-kind benefit payments under this Agreement are benefits shall not be subject to Code liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (e) For purposes of Section 409A, such reimbursements and in-kind benefit Executive’s right to receive any installment payments pursuant to this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed treated as a guarantee right to receive a series of any particular tax effect for the Executive's benefits under this Agreement separate and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Codedistinct payments. (bf) Notwithstanding any other provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due in no event shall any payment under this Agreement that are deemed to be constitutes “nonqualified deferred compensation shall compensation” for purposes of Section 409A be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not offset by any other amount unless otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.permitted by Section 409A.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that any amounts payable under this Agreement will be exempt from or comply with the applicable requirements, if any, of Section 409A of the Internal Revenue Code of 1986, as amended, and the notices, regulations and other guidance of general applicability issued thereunder (“Code Section 409A”), and this Agreement will be interpreted in a manner that will preclude the imposition of additional taxes and interest imposed under Code Section 409A. This Agreement will be amended (as determined by the Company) to the extent necessary to comply with Code Section 409A. In all cases, for purposes of compliance with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's “termination of employment unless such termination constitutes a employment” will have the same meaning as “separation from service” as defined in Code Section 409A. Further, notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company (or any successor entity thereto) at the time of Executive’s separation from service to be a “specified employee” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment and if any of the payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be upon separation from service set forth herein are deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, “deferred compensation,” then, to the extent required pursuant to for compliance with Code Section 409A, such payments will not commence prior to the earliest of (i) the expiration of the six-month period measured from the date of Executive’s separation from service with the Company, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Code Section 409A (hereinafter, the “Delayed Commencement Date”). On the Delayed Commencement Date, the Company will pay all payments delayed pursuant to this paragraph to Executive in a lump sum, and any remaining payments due under this Agreement that are deemed to will be deferred compensation paid as otherwise provided herein. No interest shall be subject due on any amounts so deferred. In no event whatsoever will Delcath be liable for any additional tax, interest, or penalty that may be imposed on you by Code Section 409A or damages for failing to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), comply with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.Code Section 409A.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that any amounts payable under this Agreement will, to the greatest extent possible, be exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended, and the notices, regulations and other guidance of general applicability issued thereunder (“Code Section 409A”), and this Agreement will be construed in a manner that will preclude the imposition of additional taxes and interest imposed under Code Section 409A. This Agreement will be amended (as determined by the Company) to the extent necessary to comply with Code Section 409A. In all cases, for purposes of compliance with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's “termination of employment unless such termination constitutes a employment” will have the same meaning as “separation from service” as defined in Code Section 409A. Further, notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company (or any successor entity thereto) at the time of Executive’s separation from service to be a “specified employee” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment and if any of the payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be upon separation from service set forth herein are deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, “deferred compensation,” then, to the extent required pursuant to for compliance with Code Section 409A, such payments will not commence prior to the earliest of (i) the expiration of the six-month period measured from the date of Executive’s separation from service with the Company, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Code Section 409A (hereinafter, the “Delayed Commencement Date”). On the Delayed Commencement Date, the Company will pay all payments delayed pursuant to this paragraph to Executive in a lump sum, and any remaining payments due under this Agreement that are deemed to will be deferred compensation paid as otherwise provided herein. No interest shall be subject due on any amounts so deferred. In no event whatsoever will the Company be liable for any additional tax, interest, or penalty that may be imposed on Executive by Code Section 409A or damages for failing to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), comply with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.Code Section 409A.

Code Section 409A. (a) To This Agreement is intended to meet the extent any provision requirements of this Agreement or action by Section 409A of the Company would subject the Executive to liability for interest or additional taxes under Code Section 409ACode, it and shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such that intent. Notwithstanding any provision Each payment provided hereunder, whether part of this Agreement a severance benefit or otherwise, is intended to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For separate payment for purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code, including Treasury Regulation 1.409A-2(b)(2). (b) Notwithstanding any other provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, thenAgreement, to the extent required pursuant that the right to any payment (including the provision of benefits) hereunder or under any other plan or agreement of the Corporation or any Corporation affiliate covering Executive, provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s Separation from Service (within the meaning of Section 409A409A of the Code) (the “Separation Date”), payments due under this Agreement that are deemed then no payment of non-qualified deferred compensation (within the meaning of Section 409A of the Code) otherwise to be deferred compensation made as a result of the Executive’s Separation from Service shall be subject to a made or commence during the period beginning on the Separation Date and ending on the date that is six (6)-month delay months following the Termination Date; and all delayed payments Separation Date or, if earlier, on the date of the Executive’s death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be accumulated and paid in a lump-sum payment as of to the Executive on the first day of the seventh first calendar month following the Termination Date end of such six-month period. (or, if earlier, as ii) Payments with respect to reimbursements of expenses or benefits or provision of fringe or other in-kind benefits shall be made on or before the last day of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period calendar year following the Termination Date calendar year in which the relevant expense or benefit is incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall be paid to not affect the Executive expenses or benefits eligible for reimbursement, payment or provision in accordance with the payment schedule established hereinany other calendar year.

Code Section 409A. (a) To Notwithstanding any other provision in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any provision benefit under this Agreement, it is the general intention of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and voidthat such benefits will, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will practicable, comply with with, or be exempt from, Code Section 409A, and this Agreement shall will, to the extent practicable, be administered accordingly and interpreted and construed on a basis consistent with such intentin accordance therewith. Notwithstanding any provision Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to the contrary, no termination or similar payments or benefits shall apply will not be payable hereunder on account of the Executive's termination of employment permitted unless such termination constitutes a “separation from service” within the meaning of deferrals follow Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To In the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by event that the Company to avoid the application of taxes (or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of successor thereto) has any particular tax effect for the Executive's benefits under this Agreement stock which is publicly traded on an established securities market or otherwise and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee “specified employee” (as of the Termination Date, then, to the extent required pursuant to defined under Code Section 409A), payments due under this Agreement any payment that are is deemed to be deferred compensation shall under Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to a the six-month delay rule, all payments that would have been made to Executive during the six (6)-month delay months following the Termination Date; and all delayed payments shall his separation from service that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid in a lump-sum payment as of the first day of to Executive during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the Termination Date (orpurposes herein, if earlier, as the phrase “termination of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to employment” or similar phrases will be paid during the six (6)-month period following the Termination Date shall be paid to the Executive interpreted in accordance with the payment schedule established hereinterm “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions will, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement will be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder will be deemed not to comply with Code Section 409A, then neither the Company, the Board, the Committee nor its or their designees or agents will be liable to any participant or other person for actions, decisions or determinations made in good faith.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is Payments under this agreement are intended that this Agreement will comply with to be exempt from Code Section 409A, and this Agreement shall and, if not exempt, to be administered accordingly and interpreted and construed on a basis consistent compliant with such intent. the requirements of Code Section 409A. Notwithstanding any provision of this Agreement to the contrary, no termination to the extent any payments are part of a plan or similar agreement that is subject to Code Section 409A and such payments or benefits shall be are payable hereunder on account of the Executive's termination of employment unless (or other similar concept), such termination payments shall only be made if the payment triggering event also constitutes a “separation from service” within the meaning of Code Section 409A. In addition, if (A) the Company has any class of equity securities traded on a stock exchange and (B) Executive is a “specified employee” (as that phrase is used for purposes of Code Section 409A) as of the date of Executive’s “separation from service,” any payment that is subject to Code Section 409A and is payable by reason of Executive’s “separation from service,” such payment shall not be made prior to the first day of the seventh (7th) calendar month following the date of Executive’s “separation from service” or the date of Executive’s death, if earlier. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's ’s benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) To Notwithstanding anything herein to the extent any provision of contrary, this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended to be interpreted and applied so that this Agreement will the payment of the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code or shall comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with the requirements of such intentprovision. Notwithstanding any provision of in this Agreement or elsewhere to the contrary, no termination or similar if Executive is a “specified employee” within the meaning of Section 409A of the Code, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be payable hereunder delayed and paid or provided on account the earlier of (i) the date which is six (6) months after Executive's ’s separation from service (as such term is defined in Treas. Regs. Section 1.409A-1(h), including the default presumptions thereunder) for any reason other than death (with the first such payment being a lump sum equal to the aggregate payments and/or benefits Executive would have received during such six-month period if no such payment delay had been imposed), and (ii) the date of Executive’s death. Notwithstanding anything in this Agreement or elsewhere to the contrary, distributions upon termination of Executive’s employment unless such termination constitutes may only be made upon a “separation from service” as determined under Section 409A of the Code and such date shall be the Date of Termination for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the meaning of Code Section 409A. For purposes 409A of the Code. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. To the extent that any reimbursements pursuant to this Agreement or otherwise are taxable to Executive, any reimbursement payment due to Executive shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred; provided, that Executive has provided the Companies written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Companies’ expense reimbursement policies. Reimbursements pursuant to this Agreement or otherwise are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year. Notwithstanding any of the foregoing to the contrary, the Companies and their respective officers, directors, employees or agents make no guarantee that the terms of this Agreement complies with, or is exempt from, the provisions of Code Section 409A, all installment payments and none of deferred compensation made hereunderthe foregoing shall have any liability for the failure of the terms of this Agreement to comply with, or pursuant to another plan or arrangementbe exempt from, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A 409A. Executive shall have no legally binding right to any distribution or any other provision of the Code. (b) Notwithstanding any provision of this Agreement payment made to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereinerror.

Code Section 409A. (a) The provisions in this Section 6 shall apply if the Participant is subject to taxation in the United States. 6.1 To the extent any provision of this Agreement or action by the Company would Restricted Stock Units constitute “nonqualified deferred compensation” that is subject the Executive to liability for interest or additional taxes under Code Section 409A409A (“NQ Deferred Compensation”), it shall be deemed null and void, any Restricted Stock Units that are payable upon or with reference to the extent permitted by law and deemed advisable by date that the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement Participant’s Active Service terminates (i) shall not be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to paid unless the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes Participant experiences a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To 409A and (ii) if the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to Participant is a “specified employee” within the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions meaning of Code Section 409A or any other provision on the date of the Code. (b) Notwithstanding any provision of this Agreement to Participant’s separation from service, then the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation Restricted Stock Units shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of on the first business day of the seventh month following the Termination Date (Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments made pursuant to this Agreement and the Plan are intended to qualify for an exemption from or comply with Code Section 409A. Notwithstanding any other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the Company based on matters covered by Code Section 409A, including the tax treatment of any amount paid or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. 6.3 If the vesting of the Restricted Stock Units is accelerated upon a Change of Control, the Restricted Stock Units are considered NQ Deferred Compensation, and the Change of Control does not constitute a “change in control event,” within the meaning of the U.S. Treasury Regulations, then the cash equivalent of the Restricted Stock Units calculated as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion date of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date Change in Control shall be paid on the earliest of the applicable Vesting Date, the date of the Participant’s death or the date the Participant’s Active Status terminates due to the Executive in accordance with the payment schedule established hereinDisability.

Code Section 409A. It is intended that all compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Section 409A (aand any legally binding guidance promulgated under Section 409A, including, without limitation, the Final Treasury Regulations) To (“Code Section 409A”), and this Agreement will be interpreted, administered and operated accordingly. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure that all payments provided for under this Agreement are made in a manner that qualifies for exemption from or complies with Code Section 409A; provided, however, that the Company makes no representation that the grant, vesting, or settlement of the Award will be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the grant, vesting or settlement of the Award granted pursuant to this Agreement. In the event that any provision of this Agreement is inconsistent with Code Section 409A or action by such guidance, then the Company would subject applicable provisions of Code Section 409A shall supersede such inconsistent provision. Notwithstanding the Executive to foregoing, in no event will any of Company, its parent, or their respective subsidiaries, affiliates, or officers, directors, employees, or agents have any liability for interest failure of the form of this Agreement to be exempt from or additional taxes comply with Code Section 409A and none of the foregoing guarantees that the form of this Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, it shall be deemed null and void, ▇▇▇▇▇▇▇’s right to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and receive any payments pursuant to this Agreement shall be administered accordingly treated as a right to receive a separate and interpreted distinct payment, and construed on any payments to be made in installments shall be deemed to be a basis consistent with such intentseries of separate payments. Notwithstanding any provision of Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the contrary, no termination or similar payments or benefits actual date of payment within the specified period shall be payable hereunder on account within the sole discretion of the Executive's Company. A termination of employment unless such termination constitutes under this Agreement shall mean a “separation from service” within the meaning of under Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent Notwithstanding any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to the that Code Section 409A409A would cause an adverse tax consequence to Grantee, payments due under a Change in Control shall not be deemed to occur for purposes of this Agreement that are deemed unless the Change in Control meets the definition ascribed to be deferred compensation shall be subject to the phrase “Change in the Ownership or Effective Control of a six (6)-month delay following Corporation or in the Termination Date; and all delayed payments shall be accumulated and paid in Ownership of a lump-sum payment as Substantial Portion of the first day Assets of the seventh month following the Termination Date (or, if earliera Corporation” under Treasury Department Regulation 1.409A-3(i)(5), as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal revised from time to the prime rate time in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereineither subsequent regulations or other guidance.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It Notwithstanding anything is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or any benefits payable by the Bank to the Officer which constitute a “deferral of compensation” as that term is defined in Treasury Regulations Section 1.409A-l (b), and which are payable by reason of the Officer’s termination, shall not be payable hereunder on account of unless the Executive's Officer’s termination of employment unless such termination constitutes qualifies as a “separation from of service” within the meaning of Code as that term is defined in Treasury Regulations Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in1.409A-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(ivl (h) (“Separation from Service”). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b1) Notwithstanding any provision of anything in this Agreement to the contrary, if the Executive Officer is determined to be considered a Specified Employee (as of the Termination Datedefined below), then, any benefit distributions which would otherwise be made to the extent required pursuant Officer due to a Separation from Service which are limited under Code Section 409A409A because the Officer is a Specified Employee, payments due under this Agreement that are deemed shall not be made during the first six months following Separation from Service. Rather, any distribution which would otherwise be paid to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments Officer during such period shall be accumulated and paid to the Officer in a lump-lump sum payment as of on the first day of the seventh month following the Termination Date Separation from Service. All subsequent distributions shall be paid in the manner specified in this Agreement. (or2) For purposes of this Agreement, the term “Specified Employee” means an employee who at the time of termination of employment is a key employee of the Bank, if earlier, as any stock of the Executive's deathBank (or the Company) is publicly traded on an established securities market or otherwise. For purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with all such delayed payments being credited with interest the regulations thereunder and disregarding section 416(i)(5) at any time during the 12-month period ending on December 31 (compounded monthly) the “identification period”). If the employee is a key employee during an identification period, the employee is treated as a key employee for purposes of this Agreement during the twelve-month period of delay equal to the prime rate in effect that begins on the first day of such six (6)-month period. Any portion April following the close of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereinidentification period.

Code Section 409A. (a) To the extent that any provision of the terms and conditions contained herein which were modified by Amendment Number 1 (the “Amendment”) constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A (and the guidance issued thereunder) (collectively referred to herein as “Code Section 409A”)), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement, as amended by the Amendment, constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A so as not to subject Executive to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or action by the Company other guidance issued under Code Section 409A would subject result in the Executive being subject to liability for payment of additional income taxes or interest or additional taxes under Code Section 409A, it shall be deemed null and voidthe parties agree to amend the Agreement to maintain, to the maximum extent permitted by law and deemed advisable by practicable, the Company. It is intended that this original intent of the Agreement will comply with while avoiding the application of such taxes or interest under Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. 409A. (c) Notwithstanding any provision of this in the Agreement to the contrarycontrary if, no as of the effective date of Executive’s termination or similar of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments or benefits due under this Agreement which are deemed to be deferred compensation shall be payable hereunder on account of subject to a six (6) month delay following the Executive's termination of employment unless such termination constitutes a “’s separation from service” within the meaning of Code Section 409A. . For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To payments and, accordingly, the extent any reimbursements or in-kind benefit aforementioned deferral shall only apply to separate payments under this Agreement are subject to Code Section 409A, such reimbursements which would occur during the six (6) month deferral period and in-kind benefit all other payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv)unaffected. This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh seventh-month following the Termination Date separation from service (or, if earlier, as the date of death of the Executive's death), ) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month six-month period following the Termination Date termination shall be paid to the Executive in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Bank for a particular calendar year.” All other terms and conditions of the Agreement remain in full force and effect.

Code Section 409A. (a) To the extent any provision of this This Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null interpreted, construed and voidadministered in a manner that satisfies the requirements of Section 409A of the Code, and any payment scheduled to be made hereunder that would otherwise violate Section 409A of the Code shall be delayed to the extent permitted by law and deemed advisable by the Company. It is intended that necessary for this Agreement will and such payment to comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. 409A of the Code. (i) Notwithstanding any provision of this Agreement to the contrarycontrary in this Agreement, no termination or similar payments or benefits amount deemed deferred compensation subject to Section 409A of the Code shall be payable to Executive hereunder on account of the unless Executive's ’s termination of employment unless such termination constitutes a “separation from service” with the Company within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder. In addition, if Executive is deemed by the Company at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Code Section 409A. For purposes of Code Section 409A409A(a)(2)(B)(i) period, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, this Section shall be deemed paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be separate paymentspaid as otherwise provided herein. To Finally, to the extent that any reimbursements or in-kind benefit payments under payable pursuant to this Agreement are subject to Code the provisions of Section 409A409A of the Code, any such reimbursements and in-kind benefit payments payable to Executive pursuant to this Agreement shall be made paid to Executive no later than December 31 of the year following the year in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This 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 Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (ii) Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be amended subject to Section 409A of the extent necessary Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including retroactivelyamendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (i) by exempt the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the Company does not guarantee requirements of Section 409A of the Code and related Department of Treasury guidance. To the extent that any such benefits will satisfy the provisions provision of Code this Agreement is ambiguous as to its compliance with Section 409A or any other of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. (biii) Notwithstanding For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment. (iv) Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement to the contrary, if the Executive is determined to be a Specified Employee as subject to Section 409A of the Termination DateCode, thenthe amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the extent required pursuant last day of the calendar year following the calendar year in which Executive incurred such expenses, and in no event shall any right to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall reimbursement or the provision of any in-kind benefit be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) liquidation or exchange for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereinanother benefit.

Code Section 409A. (a) To the extent any provision of this Agreement or action by If the Company would subject (or, if applicable, the Executive to liability for interest or additional taxes successor entity thereto) determines that the payments and benefits provided under the Plan (the “Plan Payments”) constitute “deferred compensation” under Code Section 409A (together, with any state law of similar effect, “Section 409A”) and an Eligible Employee is a “specified employee” of the Company or any successor entity thereto, it shall be deemed null and voidas such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent permitted by law and deemed advisable by necessary to avoid the Company. It is intended that this Agreement will comply with Code incurrence of the adverse personal tax consequences under Section 409A, and this Agreement the timing of the Plan Payments shall be administered accordingly delayed as follows: on the earliest to occur of (1) the date that is six months and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes one day after a “separation from service” within (as such term is defined in Section 1.409A-1(h) of the meaning Treasury Regulations), and (2) the date of Code Section 409A. For purposes of Code Section 409Athe Eligible Employee’s death (such earliest date, all installment payments of deferred compensation made hereunderthe “Delayed Initial Payment Date”), or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy (or the provisions of Code Section 409A or any other provision of the Code. successor entity thereto, as applicable) shall then (bi) Notwithstanding any provision of this Agreement pay to the contrary, if the Executive is determined to be Eligible Employee a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-lump sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay amount equal to the prime rate in effect on the first day of such six (6)-month period. Any portion sum of the benefits hereunder Plan Payments that were the Eligible Employee would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Plan Payments had not otherwise due been delayed pursuant to be paid during this Section 3(e) and (ii) commence paying the six (6)-month period following balance of the Termination Date shall be paid to the Executive Plan Payments in accordance with the applicable payment schedule established hereinschedules set forth in on Appendix A. Prior to the imposition of any delay on the Plan Payments as set forth above, it is intended that (A) each installment of the Plan Payments provided in Appendix A be regarded as a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i), (B) all Plan Payments provided in Appendix A satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), and (C) the Plan Payments consisting of COBRA premiums also satisfy, to the greatest extent possible, the exemption from the application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(9)(v).

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination in the event that any delivery of Shares to the Participant is made upon, or similar payments or benefits shall be payable hereunder on account as a result of the Executive's Participant’s termination of employment unless (other than as a result of death), and the Participant is a “specified employee” (as that term is defined under Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the Participant under this Agreement until the date that is the earlier to occur of: (i) the Participant’s death, or (ii) six (6) months and one (1) day following the Participant’s termination of employment (the “Delay Period”). For purposes of this Agreement, to the extent the Performance Share Units (or equivalent units received following a Change in Control) are subject to the provision of Section 409A, the terms “ceases to be employed”, “termination of employment” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” within the meaning of Code under Section 409A. For purposes Performance Share Units are generally intended to be exempt from Section 409A as short-term deferrals and, accordingly, the terms of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, this Agreement shall be deemed construed to be separate paymentspreserve such exemption. To the extent any reimbursements or in-kind benefit payments that Performance Share Units granted under this Agreement are subject to Code the requirements of Section 409A, such reimbursements and in-kind benefit payments this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement interpreted and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive administered in accordance with the payment schedule established hereinintent that the Participant not be subject to tax under Section 409A. Neither the Company, any of its Subsidiaries nor any entity which is a Related Entity shall be liable to any Participant (or any other individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant might owe as a result of participation in the Plan, and the Company, its Subsidiaries nor any other entity which is a Related Entity shall have no obligation to indemnify or otherwise protect the Participant from the obligation to pay any taxes pursuant to Section 409A, unless otherwise specified.

Code Section 409A. (ai) 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 4(b)(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 any provision of applicable, this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under shall be interpreted in accordance with Code Section 409A, it shall be deemed null 409A and voidDepartment 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 meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, to the extent permitted by law and deemed advisable by any payments to Executive pursuant to Sections 4(b)(ii) or 4(b)(iv) constitute “non-qualified deferred compensation” subject to Section 409A of the Company. It is Code or are intended that this Agreement will comply with to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 409A1.409A-1(b)(9)(iii), and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement then, to the contraryextent required by Section 409A of the Code or to satisfy such exception, no termination or similar payments or benefits amount shall be payable hereunder on account of the pursuant to such sections unless Executive's ’s termination of employment unless such termination constitutes a “separation from service” within with the meaning Company (as such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”). (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement constitute “non-qualified deferred compensation” subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A. For purposes 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 10(o)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6) months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A409A of the Code, all installment payments of deferred compensation made hereunderExecutive and the Company agree to amend this Agreement, or pursuant take such other actions as Executive and the Company deem reasonably necessary or appropriate, to another plan or arrangement, shall be deemed to be separate paymentscomply with the 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 reimbursements provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefit payments benefits payable under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 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. This Agreement may be amended 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 the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 reimbursement for such amounts shall not be construed as a guarantee of any particular tax effect subject to liquidation or exchange for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Codebenefit. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) To the extent that any provision of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or action by other guidance issued under Code Section 409A would result in the Company would Employee being subject the Executive to liability for payment of additional income taxes or interest or additional taxes under Code Section 409A, it shall be deemed null and voidthe parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent permitted by law and deemed advisable by the Company. It is intended that required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement will comply with Code Section 409A, and this Agreement which are deemed to be deferred compensation shall be administered accordingly and interpreted and construed on subject to a basis consistent with such intent. Notwithstanding any provision of this Agreement to six (6) month delay following the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “Employee’s separation from service” within the meaning of Code Section 409A. . For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To payments and, accordingly, the extent any reimbursements or in-kind benefit aforementioned deferral shall only apply to separate payments under this Agreement are subject to Code Section 409A, such reimbursements which would occur during the six (6) month deferral period and in-kind benefit all other payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv)unaffected. This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh seventh-month following the Termination Date separation from service (or, if earlier, as the date of death of the Executive's death), Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month six-month period following the Termination Date termination shall be paid to the Executive Employee in accordance with the payment schedule established herein.

Code Section 409A. (a) To Notwithstanding any other provision in this Agreement to the contrary, if and to the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under that Code Section 409A409A is deemed to apply to any benefit under this Agreement, it shall be deemed null and voidis the general intention of the Corporation that such benefits shall, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will practicable, comply with with, or be exempt from, Code Section 409A, and this Agreement shall shall, to the extent practicable, be administered accordingly and interpreted and construed on a basis consistent with such intentin accordance therewith. Notwithstanding any provision Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to the contrary, no termination or similar payments or benefits apply shall not be payable hereunder on account of the Executive's termination of employment permitted unless such termination constitutes a “separation deferrals are in compliance with or otherwise exempt from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, In the event that the Corporation (or pursuant to another plan a successor thereto) has any stock which is publicly traded on an established securities market or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements otherwise and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the Termination Datedate that is six months after Executive’s separation from service (or death, thenif earlier). To the extent that Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during the six months following his or her separation from service, if any, will be accumulated and paid to Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then such terms, provisions, and conditions shall, to the extent required pursuant practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not to comply with Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation then neither the Corporation, its Subsidiaries, the Board, the Compensation Committee, nor its or their designees or agents shall be subject liable to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid Executive or any other person for actions, decisions, or determinations made in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereingood faith.

Code Section 409A. (a) To The intent of the parties is that payments and benefits under the Agreement comply with Section 409A of Code to the extent any provision of this subject thereto, and, accordingly, to the maximum extent permitted, the Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null interpreted and voidbe administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent permitted by law required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of the Agreement and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement no payment shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement due to the contrary, no termination or similar payments or benefits shall be payable hereunder Participant under the Agreement on account of a separation from service until the Executive's termination of employment unless such termination constitutes Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in the Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under the Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in the Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. For purposes of Code Section 409Amaking a payment under the Agreement, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent if any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed amount is payable as a guarantee result of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrarya Substantial Corporate Change, if the Executive is determined to be a Specified Employee as of the Termination Date, then, then to the extent required pursuant to Code avoid accelerated taxation and/or tax penalties under Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as 409A of the first day Code, such event must also constitute a “change in ownership or effective control” of the seventh month following Company or a “change in the Termination Date (or, if earlier, as ownership of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any a substantial portion of the benefits hereunder that were not otherwise due to be paid during assets” of the six (6)-month period following Company within the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.meaning of Section 409A.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be amounts payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does Company’s and the Executive’s exercise of authority or discretion hereunder shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not guarantee to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any such benefits will satisfy amount payable under this Agreement would trigger the provisions of additional tax imposed by Code Section 409A or any other provision of 409A, the Code. Agreement shall be modified to avoid such additional tax yet preserve (bto the nearest extent reasonably possible) the intended benefit payable to the Executive. Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee “specified employee” as defined in Code Section 409A, and, as a result of that status, any portion of the Termination Date, then, payments under this Agreement would otherwise be subject to the extent required taxation pursuant to Code Section 409A, the Executive shall not be entitled to any payments due under this Agreement that are deemed to be deferred compensation shall be subject to upon a termination of his employment until the earlier of (i) the date which is six (6)-month delay following 6) months after his termination of employment for any reason other than death, or (ii) the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as date of the Executive's ’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on ; provided the first day of such payment thereafter shall include all amounts that would have been paid earlier but for such six (6)-month 6) month delay. At the request of the Executive, the Company shall set aside those payments that would otherwise be made in such six-(6) month period in a trust that is in compliance with Rev. Proc. 92-64. Furthermore, with regard to any benefit to be provided upon a termination of employment, to the extent required by Code Section 409A, the Executive shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Company therefor promptly after the end of such period. Any portion The provisions of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date this Section 21 shall be paid only apply if, and to the Executive in accordance extent, required to comply with the payment schedule established herein.Code Section 409A.

Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (acollectively “Code Section 409A”) To and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event whatsoever shall Parent or Employer be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under Section 1 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(d) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or action by benefits that constitute “nonqualified deferred compensation” (within the Company would subject the Executive to liability for interest or additional taxes under Code meaning of Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on ) upon or following a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A. 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” For purposes of Code Section 409A, all Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” (within the meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A. To the extent that any reimbursement of expenses or in-kind benefits constitute “nonqualified deferred compensation” (within the meaning of Section 409A), such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code), and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation compensation” (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (A) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes his acceptance of the Release thereafter, he shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (B) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made hereunder, or pursuant to another plan or arrangement, Executive that are conditioned on the Release and are treated as “nonqualified deferred compensation” (within the meaning of Section 409A) shall be deemed to be separate paymentsmade in the later taxable year. For purposes of this Section 1(d) “Release Expiration Date” shall mean the date that is 31 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 55 days following the date of Executive’s termination of employment. To the extent that any reimbursements or in-kind benefit payments under this Agreement are subject to Code of nonqualified deferred compensation (within the meaning of Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that as a result of Executive’s termination of employment are deemed delayed pursuant to be deferred compensation this Section 1(d), such amounts shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-lump sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period payroll date following the Termination Date shall be paid date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to clause (B) of this Section 1(d), on the Executive first payroll period to occur in accordance with the payment schedule established hereinsubsequent taxable year, if later.

Code Section 409A. (a) To The payments under this Agreement are intended to either comply with or be exempt from Section 409A of the extent Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time (“Code Section 409A”), including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and will be administered, construed, and interpreted in accordance with such intent. If any provision of this Agreement or action by needs to be revised to satisfy the Company would subject the Executive to liability for interest or additional taxes under requirements of Code Section 409A, it then the Company shall be deemed null and void, use its reasonable efforts to modify such provision to the extent permitted by law and deemed advisable by in the Companymanner necessary to be in compliance with (or to satisfy an exemption from) such requirements of the Code Section 409A and any such modification will attempt to maintain the same economic results as were intended under this Agreement. It Each payment under this Agreement is intended that this Agreement will comply with to be treated as one of a series of separate payments for purposes of Code Section 409A, 409A and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intentTreas. Reg. §1.409A-2(b)(2)(iii) (or any similar or successor provisions). Notwithstanding any provision of anything in this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of to the Executive's termination of employment unless such termination constitutes extent Employee is considered a “specified employee” (as defined in Code Section 409A and Treas. Reg. §1.409A-1(c)(i) or any similar or successor provision) and would be entitled to a payment during the six (6)-month period beginning on (and as a result of) the Termination Date that is not otherwise excluded under Code Section 409A under the exception for short-term deferrals, separation from service” within pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exception, the meaning payment will be subject to the Six-Month Delay. The Company does not guarantee that any payments made in connection with the Agreement will satisfy all applicable provisions of Code Section 409A. For purposes of Code Section 409Athis Agreement, all installment with respect to payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed any amounts that are considered to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are “deferred compensation” subject to Code Section 409A, such references to “termination of employment”, “termination”, or words and phrases of similar import, shall be deemed to refer to Employee’s “separation from service” as defined in Code Section 409A, and shall be interpreted and applied in a manner that is consistent with the requirements of Code Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that is exempt from Code Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefit payments benefits) shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended paid or provided to Employee only to the extent necessary (including retroactively) by that the Company to avoid expenses are not incurred, or the application benefits are not provided, beyond the last day of taxes the second calendar year following the calendar year in which Employee’s “separation from service” occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which Employee’s “separation from service” occurs. To the extent any indemnification payment, expense reimbursement, or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee provision of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive in-kind benefit is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant subject to Code Section 409A409A (and not exempt pursuant to the prior sentence or otherwise), payments due under this Agreement that are deemed the amount of any such indemnification payment or expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any lifetime or other aggregate limitation applicable to medical expenses), and in no event shall any indemnification payment or expenses be deferred compensation reimbursed after the last day of the calendar year following the calendar year in which Employee incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) liquidation or exchange for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereinanother benefit.

Code Section 409A. (a) To This Agreement and the extent any provision severance pay and other benefits provided hereunder are intended to qualify for an exemption from Section 409A of the Code, provided, however, that if this Agreement or action by and the Company would subject severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Section 409A of the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intentapplicable thereto. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits this Agreement shall be payable hereunder on account interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Section 409A of the Code, the Company does not represent or warrant that this Agreement will comply with Section 409A of the Code or any other provision of federal, state or local law. Neither the Company, the Board, its subsidiaries, nor their respective managers, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive's termination ) for any tax, interest, or penalties Executive may owe as a result of employment unless such termination constitutes compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a “deferral of compensation not exempt from the provisions of Section 409A of the Code and would be considered a payment upon a separation from service” within the meaning of Code Section 409A. For service for purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as "specified employee" under Section 409A of the Termination DateCode, thenthen any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the extent required date that is six months and one day following the date of termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to Code this Section 409A24 shall be paid to Executive in a lump sum, and any remaining payments due under this Agreement that are deemed to be deferred compensation Section 24 shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive payable in accordance with their original payment schedule. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment schedule established hereinshall at all times be considered a separate and distinct payment.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined a “specified employee” within the meaning of Section 409A of the Code and any temporary, proposed or final regulations thereunder (together, “Section 409A”) at the time of Executive’s termination, and any severance payments (including any benefits which provide for a “deferral of compensation” within the meaning of Section 409A) to be a Specified Employee as made to Executive pursuant to this Agreement will not be paid or provided in full by March 15 of the Termination Dateyear following the year in which Executive’s “separation from service” (within the meaning of Section 409A) occurs, thenthen only that portion of such severance payments up to the 409A Limit (as defined below) may be made within the first six (6) months following Executive’s separation from service in accordance with the applicable payment schedule. Any portion of such severance payments in excess of the 409A Limit shall accrue and, to the extent required pursuant to Code such severance payments would otherwise have been payable within the first six (6) months following Executive’s separation from service, will become payable the date that is six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent severance payments, if any, will be payable as provided in this Agreement. For purposes of this Agreement, the “409A Limit” means the lesser of: (a) two (2) times the Executive’s annualized compensation based upon the Executive’s annual rate of pay (the determination of Executive’s annual rate of pay for this purpose shall be as determined in accordance with Section 409A, payments due under 409A if additional guidance is released after the date of this Agreement that are or, if no such guidance is released, Executive’s annual rate of pay shall be deemed to be deferred compensation Executive’s annual base salary); and (b) two (2) times the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Executive has a separation from service. The intent of this Agreement is for all payments made hereunder to comply with the requirements of Section 409A; to the extent any terms of this Agreement are ambiguous, such terms shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive interpreted in accordance with the payment schedule established hereinsuch intent.

Code Section 409A. (ai) The provisions of Section 5 of this Agreement are not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and (iii) and 5(e)(i), (ii) and (iii) shall be paid in accordance with such provisions, but in no event later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is 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 severance benefit 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 any provision of applicable, this Agreement or action shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If the Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company would subject in accordance with Section 409A of the Executive to liability for interest or additional taxes under Code Section 409ACode, it shall be deemed null and voidon the date of the Executive’s Separation from Service, to the extent permitted by law and deemed advisable by that the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, then such reimbursements portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6) months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the 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 provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefit payments benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 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. This Agreement may be amended The amount of expenses reimbursed or in-kind benefits payable in one year 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 the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 reimbursement for such amounts shall not be construed as a guarantee of any particular tax effect subject to liquidation or exchange for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Codebenefit. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section §1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 19 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code.409A. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null If and void, to the extent permitted by law and that Code Section 409A is deemed advisable by to apply to the Company. It Award, it is intended that this Agreement will comply and the Award shall, to the extent practicable, be construed in accordance therewith. Notwithstanding any provision to the contrary in this Agreement, if the Participant is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Code Section 409A409A payable on account of a “separation from service” that is required to be delayed pursuant to Code Section 409A(a)(2)(B) (after taking into account any applicable exceptions to such requirement), and this Agreement such payment shall be administered accordingly and interpreted and construed made on a basis consistent the date that is the earlier of (i) the expiration of the six month period measured from the date of the Participant’s “separation from service” (with such intentpayments to be made during the seventh month following the “separation from service”, or, if earlier, (ii) the date of the Participant’s death, or otherwise permitted under Code Section 409A (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 24 shall be paid to the Participant in a lump sum. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments for purposes of any provision of this Agreement providing for the payment of any amounts or benefits shall be payable hereunder on account of the Executive's upon or following a termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For constituting deferred compensation for purposes of Code Section 409A, all installment payments references to the Participant’s “termination of deferred compensation made hereunderemployment” (and corollary terms) with the Company shall be construed to refer to the Participant’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. In the event that the Award, this Agreement, or pursuant the Plan is deemed not to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to comply with Code Section 409A, such reimbursements and in-kind benefit payments shall then neither the Company, the Board of Directors, the Committee, nor its designees or agents will be responsible to the Participant or any person for actions, decisions, or determinations made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Codegood faith. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) Although the Company makes no guarantee with respect to the tax treatment of payments hereunder, this Agreement is intended to either comply with, or be exempt from, the requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Code Section 409A”). To the extent that this Agreement is not exempt from the requirements of Code Section 409A, this Agreement is intended to comply with the requirements of Code Section 409A and shall be limited, construed and interpreted in accordance with such intent. If any provision of this Agreement or action by the Company would subject cause the Executive to liability for incur any additional tax or interest or additional taxes under Code Section 409A409A and modifying it would avoid such additional tax or interest, it the Company shall, upon the Executive’s specific request and after consulting with the Executive, use its reasonable business efforts to in good faith reform such provision; provided, that any such modification shall be deemed null not increase the economic burden to the Company and voidshall, to the maximum extent permitted by law practicable, maintain the original intent and deemed advisable by economic benefit to the Company. It is intended that this Agreement will comply with Executive of the applicable provision without violating the provisions of Code Section 409A, and this Agreement 409A. (b) A termination of employment shall not be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, no termination or similar payments payment of any amounts or benefits shall be payable hereunder on account of the Executive's upon or following a termination of employment unless such termination constitutes is also a “separation Separation from serviceService” within the meaning of Code Section 409A. For 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean Separation from Service. If the Executive is deemed on the Executive’s Date of Termination to be a “specified employee”, within the meaning of that term under Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To 409A(a)(2)(B) and using the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) identification methodology selected by the Company from time to avoid time, or if none, the application of taxes default methodology, then with regard to any payment or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee providing of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee benefit that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required constitutes “non-qualified deferred compensation” pursuant to Code Section 409A, payments due under this Agreement that are deemed to the extent required to be deferred compensation delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be subject made or provided to a six the Executive prior to the earlier of (6)-month delay following i) the Termination Date; expiration of the six-month period measured from the date of the Executive’s Separation from Service and all delayed payments shall be accumulated and paid in a lump-sum payment as (ii) the date of the Executive’s death. On the first day of the seventh month following the Termination Date (date of the Executive’s Separation from Service or, if earlier, as on the date of the Executive's ’s death), with all payments delayed pursuant to this Section 21(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delayed payments being credited with interest (compounded monthlydelay) for this period of delay equal shall be paid or reimbursed to the prime rate Executive in effect on a lump sum, and any remaining payments and benefits due to the first day of such six Executive under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (6)-month period. Any portion of the benefits hereunder that were not otherwise due c) If under this Agreement, an amount is to be paid during in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. (d) To the six (6)-month period extent any reimbursement of costs and expenses provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall be made no later than December 31 of the calendar year next following the Termination Date calendar year in which the expenses to be reimbursed are incurred. (e) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (f) Any gross-up payment due to the Executive under this Agreement shall be paid to the Executive no later than the end of the calendar year following the year in accordance which the Executive paid the applicable tax. (g) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment schedule established hereinwithin the specified period shall be within the sole discretion of the Company.

Code Section 409A. (a) To the extent any provision For purposes of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409AAgreement, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes will be determined consistent with the rules relating to a “separation from service” within as defined in Section 409A of the meaning Code and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Executive’s termination of Code Section 409A. For purposes of Code employment constitute deferred compensation subject to Section 409A, all installment payments and Executive is deemed at the time of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed such termination of employment to be separate paymentsa “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Executive’s separation from service from the Company or (ii) the date of Executive’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the contrary, if extent any expense reimbursement or the Executive provision of any in-kind benefit under this Agreement is determined to be a Specified Employee as subject to Section 409A of the Termination DateCode, thenthe amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the extent required pursuant last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall reimbursement or the provision of any in-kind benefit be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) liquidation or exchange for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereinanother benefit.

Code Section 409A. (a) To In general, it is intended that all compensation provided for under the extent any provision terms of this Agreement be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of the “short-term deferral” and “separation pay” exemptions found in Treasury Regulation Sections 1.409A-1(b)(4) and (9) (or action by any successor to such exemptions). Notwithstanding the Company would subject the Executive foregoing, however, if any payments are deemed to liability be a form of nonqualified deferred compensation for interest or additional taxes under purposes of Code Section 409A, it the Parties intend that such compensation arrangements be structured so as to comply with the requirements of Code Section 409A and shall be deemed null and void, make reasonable efforts to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will cause such arrangements to comply with Code Section 409A409A. In this regard, all payments that are deemed to be subject to Code Section 409A will be considered to be separate payments and this Agreement shall be administered accordingly and interpreted and construed on not a basis consistent with form of installment payments, any such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's that are triggered by a termination of employment unless such termination constitutes will be paid when there has been a “separation from service” (as that phrase is used for purposes of Code Section 409A), and no such payments will be subject to offset by any other amount unless otherwise permitted by Section 409A. Whenever a payment that is subject to Code Section 409A has a specified payment date, payment will be made at such time as is deemed to be a timely payment for purposes of Code Section 409A and any discretion as the time of payment will be exercised solely by the Company. If the Executive is a “specified employee” within the meaning of Code Section 409A. For 409A at the time of his “separation from service”, then any payments that are triggered by such separation from service that would otherwise be payable within the six-month period following the separation from service will be paid in a lump sum on the date that is the first day of the calendar month following the six-month anniversary of the Executive’s separation from service. If and to the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all installment payments of deferred compensation made hereunder, such expenses or pursuant to another plan or arrangement, other reimbursements hereunder shall be deemed made on or prior to be separate payments. To the extent last day of the taxable year following the taxable year in which such expenses were incurred, (B) any reimbursements right to reimbursement or in-kind benefit payments under this Agreement are benefits shall not be subject to Code Section 409Aliquidation or exchange for another benefit, such reimbursements and (C) the amount of expenses eligible for reimbursement, or the in-kind benefit payments benefits provided, during any taxable year will not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year, and (D) any reimbursement shall be made for expenses incurred during the period of time specified in accordance with Treasury Regulation this Agreement and if no time period is specified, shall be for expenses incurred during the Executive’s lifetime. It is the intent of this Agreement to comply with, or be exempt from, the requirements of Code Section 1.409A-3(i)(1)(iv). This Agreement may 409A so that none of the payments and benefits to be amended provided hereunder shall be subject to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest additional tax imposed under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of and any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation ambiguities herein shall be subject interpreted to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereinso comply.

Code Section 409A. The Company and Executive agree that this Agreement and the rights granted to Executive hereunder are intended to meet the requirements of paragraphs (a2), (3) To and (4) of Section 409A(a)(1)(A) of the extent Code. Accordingly, the parties agree that they shall negotiate in good faith to revise any provisions of this Agreement that might otherwise fail to meet the requirements of paragraphs (2), (3) and (4) of Section 409A of Code. However, the Company does not guarantee any particular tax effect of payments under this Agreement, and in no event shall the Company have any obligation to “gross-up” or otherwise compensate Executive with respect to any tax effect of payments under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. “Termination of employment,” or words of similar import, as used in this Agreement or action by the Company would means, for purposes of any payments under this Agreement that are payments of deferred compensation subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a ’s “separation from service” within the meaning of Code as defined in Section 409A. For purposes of Code Section 409A, all the right to a series of installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed treated as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject right to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as series of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereinseparate payments.

Code Section 409A. (a) To Notwithstanding any other provision in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any provision benefit under this Agreement, it is the general intention of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and voidthat such benefits shall, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will practicable, comply with with, or be exempt from, Code Section 409A, and this Agreement shall shall, to the extent practicable, be administered accordingly and interpreted and construed on a basis consistent with such intentin accordance therewith. Notwithstanding any provision Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to the contrary, no termination or similar payments or benefits apply shall not be payable hereunder on account of the Executive's termination of employment permitted unless such termination constitutes a “separation from service” within the meaning of deferrals are in compliance with Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To In the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by event that the Company to avoid the application of taxes (or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of successor thereto) has any particular tax effect for the Executive's benefits under this Agreement stock which is publicly traded on an established securities market or otherwise and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee “specified employee” (as of the Termination Date, then, to the extent required pursuant to defined under Code Section 409A), payments due under this Agreement any payment that are is deemed to be deferred compensation shall under Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to a the six-month delay rule, all payments that would have been made to Executive during the six (6)-month delay months following the Termination Date; and all delayed payments shall his separation from service that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid in a lump-sum payment as of the first day of to Executive during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the Termination Date (orpurposes herein, if earlier, as the phrase “termination of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to employment” or similar phrases will be paid during the six (6)-month period following the Termination Date shall be paid to the Executive interpreted in accordance with the payment schedule established hereinterm “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not to comply with Code Section 409A, then neither the Company, the Board, the Committee nor its or their designees or agents shall be liable to any participant or other person for actions, decisions or determinations made in good faith.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409Aapplicable, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will and any payment made hereunder shall comply with the requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”). Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Without limiting the generality of the foregoing: (i) for all purposes under this Agreement, reference to Executive’s “termination of employment” (and this Agreement corollary terms) with the Company shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the refer to Executive's termination of employment unless such termination constitutes a ’s “separation from service” (as determined under Treasury Regulation Section 1.409A-1(h), as uniformly applied by the Company) with the Company; and (ii) to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. , (bx) Notwithstanding the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any provision of this Agreement 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), and (y) subject to the contrary, if the Executive is determined to be a Specified Employee as any shorter time periods provided in any expense reimbursement policy of the Termination DateCompany, then, to any reimbursement or payment of an expense under such plan or arrangement must be made on or before the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first last day of the seventh month calendar year following the Termination Date (or, if earlier, as of calendar year in which the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereinexpense was incurred.

Code Section 409A. (a) To the extent that any provision of the terms and conditions contained herein constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Executive to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or action by the Company other guidance issued under Code Section 409A would subject result in the Executive being subject to liability for payment of additional income taxes or interest or additional taxes under Code Section 409A, it shall be deemed null and voidthe parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Executive’s termination of employment, he is a “Specified Employee,” then, only to the extent permitted by law and deemed advisable by the Company. It is intended that required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement will comply with Code Section 409A, and this Agreement which are deemed to be deferred compensation shall be administered accordingly and interpreted and construed on subject to a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of six (6) month delay following the Executive's termination of employment unless such termination constitutes a “’s separation from service” within the meaning of Code Section 409A. . For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To payments and, accordingly, the extent any reimbursements or in-kind benefit aforementioned deferral shall only apply to separate payments under this Agreement are subject to Code Section 409A, such reimbursements which would occur during the six (6) month deferral period and in-kind benefit all other payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv)unaffected. This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh seventh-month following the Termination Date separation from service (or, if earlier, as the date of death of the Executive's death), ) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month six-month period following the Termination Date termination shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision of that would cause this Agreement or action by to fail to satisfy Section 409A of the Company would subject the Executive Code will have no force and effect until amended to liability for interest or additional taxes under Code Section 409A, it shall comply therewith (which amendment may be deemed null and void, retroactive to the extent permitted by law Section 409A of the Code). The Company and deemed advisable the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Company. It is intended Internal Revenue Service from time to time; provided that this Agreement will comply with Code Section 409A, and this Agreement the Company shall not be administered accordingly and interpreted and construed on a basis consistent with such intentrequired to assume any increased economic burden. Notwithstanding any provision of this Agreement anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no termination or similar payments or benefits shall be due to him under this Agreement that are payable hereunder on account of the Executive's upon his termination of employment unless such termination constitutes until he would be considered to have incurred a “separation from service” from the Company within the meaning of Code Section 409A. For purposes 409A of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate paymentsthe Code. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company required to avoid the application of taxes or interest accelerated taxation and/or tax penalties under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of , amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement to during the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay six-month period immediately following the Termination Date; and all delayed payments Executive’s termination of employment shall instead be accumulated and paid in a lump-lump sum payment as of on the first day of the seventh month following the Termination Date his termination of employment (oror upon his death, if earlier). In addition, as for purposes of the Executive's death)this Agreement, with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due each amount to be paid during the six (6)-month period following the Termination Date shall or benefit to be paid provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in accordance any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment schedule established hereinof such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.

Code Section 409A. (a) To The Award is intended to qualify for the extent any provision “short-term deferral” exemption from Section 409A of the Code, and the provisions of this Agreement or action by between you and the Company would subject will be interpreted, operated and administered in a manner consistent with these intentions. The right to payment triggered by each installment vesting date or vesting event pursuant to this Agreement is intended to be a right to a separate payment for purposes of Section 409A of the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and voidCode. The Company reserves the right, to the extent permitted by law and deemed the Company deems necessary or advisable by in its sole discretion, without your consent, to unilaterally amend or modify the Company. It is intended that 2025 Plan and/or this Agreement to ensure that the Award qualifies for exemption from or complies with Section 409A of the Code; provided, however, that the Company makes no representations that the Award will comply with be exempt from Section 409A of the Code and makes no undertaking to preclude Section 409A409A of the Code from applying to the Award. With respect to any amounts payable under this Agreement that are subject to Section 409A of the Code, (i) it is intended, and this Agreement will be so construed, that such amounts and the Company’s and your exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code so as not to subject you to the payment of interest and additional tax that may be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding imposed under Section 409A of the Code; (ii) any provision provisions of this Agreement to the contrary, no that provide for payment of compensation triggered by your termination or similar payments or benefits shall be payable hereunder of employment other than on account of the Executive's termination of employment unless such termination constitutes a your death shall be deemed to provide for payment that is triggered only by your “separation from service” within the meaning of Code Treasury Regulation Section 409A. For purposes 1.409A-1(h) (a “Section 409A Separation from Service”), (iii) if you are a “specified employee” within the meaning of Code Treasury Regulation Section 409A, all installment payments 1.409A-l(i) on the date of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To your Section 409A Separation from Service (with such status determined by the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of such Section 409A Separation from Service or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Treasury Regulation Section 1.409A-3(i)(1)(iv1.409A-l(i). This Agreement may ), such compensation triggered by such Section 409A Separation from Service shall be amended paid to you six months following the date of such Section 409A Separation from Service (provided, however, that if you die after the date of such Section 409A Separation from Service, this six month delay shall not apply from and after the date of your death), and (iv) to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code comply with Section 409A or any other provision of the Code. (b) Notwithstanding any provision , the definition of change in control that applies under Section 409A of the Code shall apply under this Agreement to the contrary, extent that it is more restrictive than the definition of change in control that would otherwise apply. The Company will have no liability to you or to any other party if the Executive Award, the vesting of the Award, delivery of Shares in payment of the Award or any other event hereunder that is determined intended to be a Specified Employee as exempt from or compliant with Section 409A of the Termination DateCode, thenis not so exempt or compliant, to or for any action taken by the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), Company with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereinrespect thereto.

Code Section 409A. (a) The provisions in this Section 6 shall apply if the Participant is subject to taxation in the United States. 6.1 To the extent any provision of this Agreement or action by the Company would Restricted Stock Units constitute “nonqualified deferred compensation” that is subject the Executive to liability for interest or additional taxes under Code Section 409A409A (“NQ Deferred Compensation”), it shall be deemed null and void, any Restricted Stock Units that are payable upon or with reference to the extent permitted by law and deemed advisable by date that the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement Participant’s Active Service terminates (i) shall not be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to paid unless the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes Participant experiences a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To 409A and (ii) if the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to Participant is a “specified employee” within the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions meaning of Code Section 409A or any other provision on the date of the Code. (b) Notwithstanding any provision of this Agreement to Participant’s separation from service, then the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation Restricted Stock Units shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of on the first business day of the seventh month following the Termination Date (Participant’s separation from service, or, if earlier, as on the date of the Executive's Participant’s death), with all to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments being credited made pursuant to this Agreement and the Plan are intended to qualify for an exemption from or comply with interest (compounded monthly) for Code Section 409A. Notwithstanding any other provision in this period of delay equal Agreement and the Plan, the Company, to the prime rate extent it deems necessary or advisable in effect on its sole discretion, reserves the first day of such six (6)-month periodright, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Any portion Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the benefits hereunder that were not otherwise due Company based on matters covered by Code Section 409A, including the tax treatment of any amount paid or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to be any Participant Global Leadership RSU Agreement 402604255-v3\NA_DMS6653188-v3\GESDMS or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereinor payable under this Agreement.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended The Parties intend that this Agreement and the payments made hereunder will be exempt from, or comply with with, the requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”), and this Agreement shall will be administered accordingly and interpreted and construed on applied to the greatest extent possible in a basis manner that is consistent with such intentthe requirements for avoiding taxes or penalties under Section 409A. In the event that the Officer is determined to be a “specified employee” (as defined under Section 409A), any payment to be made to the Officer upon a separation from service which is deferred compensation subject to Section 409A (and not otherwise exempt from Section 409A) may not be made before the date that is six months after the Officer’s separation from service (or death, if earlier). Notwithstanding To the extent that the Officer is or becomes subject to this six-month delay rule, all payments of deferred compensation subject to Section 409A (and not otherwise exempt from Section 409A) that would have been made to the Officer during the six months following his separation from service, if any, will be accumulated and paid to the Officer on the date that is six months and one day following his separation from service, and any provision remaining payments due will be made in their ordinary course as described in the Agreement. The Parties intend that each installment of any payments provided for in this Agreement to is a separate “payment” for purposes of Section 409A. For the contrarypurposes herein, no the phrase “termination of employment” or similar payments or benefits shall phrases will be payable hereunder on account of interpreted in accordance with the Executive's termination of employment unless such termination constitutes a term “separation from service” within as defined under Section 409A if and to the meaning of Code extent required under Section 409A. For purposes Deferrals of Code Section 409A, all installment payments of deferred compensation made hereunder, benefits payable or distributable pursuant to another plan the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with Section 409A. Further, (i) in the event that Section 409A requires that any special terms, provisions or arrangementconditions be included in the Agreement, shall then such terms, provisions and conditions shall, to the extent practicable, be deemed to be separate payments. To made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Further, in the event that the Agreement or any reimbursements or in-kind benefit payments under this Agreement are subject thereunder shall be deemed not to Code comply with Section 409A, such reimbursements and in-kind benefit payments then neither the Bank, the Board, the Company, nor its or their designees or agents shall be liable to the Officer or other person for actions, decisions or determinations made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Codegood faith. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) To the extent any provision For purposes of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409Aletter agreement, it shall a “Separation” will be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis determined consistent with such intent. Notwithstanding any provision of this Agreement the rules relating to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” as defined in Section 409A of the Code and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the extent any payments provided under this letter agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A, and you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from your Separation from the Company or (ii) the date of your death following such a Separation; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you including, without limitation, the additional tax for which you would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between your termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any provision of this letter agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this letter agreement may be classified as a “short-term deferral” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments payment shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement deemed a short-term deferral, even if it may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect also qualify for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code an exemption from Section 409A or any other under another provision of the Code. (bSection 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereinTreasury Regulations.

Code Section 409A. (a) To the extent any provision of This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under this Agreement become subject to (a) the gross income inclusion set forth within Section 409A(a)(1)(A) of the Code or action by (b) the Company interest and additional tax set forth within Section 409A(a)(1)(B) of the Code (collectively, "Section 409A Penalties"), including, where appropriate, the construction of defined terms to have meanings that would subject not cause the Executive imposition of Section 409A Penalties. Notwithstanding anything to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and voidthe contrary in this Agreement, to the maximum extent permitted by law and deemed advisable by applicable law, the Company. It is intended that this Agreement will comply with Code Section 409A, and Severance Payments payable to Executive pursuant to this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with reliance upon Treasury Regulation Section 1.409A-3(i)(1)(iv1.409A-1(b)(9)(iii) (relating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding With respect to any provision of amounts payable to Executive under this Agreement in connection with a termination of Executive's employment that would be considered "non-qualified deferred compensation" under Section 409A of the Code, in no event shall a termination of employment be considered for purposes of the time of payment of such amounts to the contraryhave occurred under this Agreement unless such termination constitutes Executive's "separation from service" with Company as such term is defined in Treasury Regulation Section 1.409A-1(h), if the and any successor provision thereto ("Separation from Service"). (c) If Executive is determined deemed at the time of Executive's Separation from Service to be a Specified Employee as "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Termination DateCode, then, then to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as commencement of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any any portion of the benefits hereunder that were to which Executive is entitled under this Agreement is required in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive's termination benefits shall not otherwise due be provided to be paid during the six Executive prior to the earlier of (6)-month A) the expiration of the six-month period following measured from the Termination Date date of Executive's Separation from Service or (B) the date of Executive's death. Upon the earlier of such dates, all payments deferred pursuant to this Section 13.8(c) shall be paid in a lump sum to Executive (or Executive's estate). The determination of whether Executive is a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Executive Code as of the time of Executive's Separation from Service shall be made by Company in accordance with the terms of Section 409A of the Code, and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto). (d) For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment schedule established hereinthat Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment and shall not collectively be treated as a single payment. (e) Notwithstanding anything to the contrary in this Agreement or in any Company policy with respect to such payments, in-kind benefits and reimbursements provided under this Agreement during any tax year of Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of Executive and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be made to Executive as soon as administratively practicable following such submission in accordance with Company's policies regarding reimbursements, but in no event later than the sixtieth (60th) day following the end of the taxable year in which the expense was incurred. The foregoing provisions relating to in-kind benefits and reimbursements shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to Executive.

Code Section 409A. If the Employee is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986 (aas amended the “Code”), then any amounts payable to the Employee under this Section 4 during the first six months and one day following the date of termination that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code (as determined by the Company in its sole discretion) To shall not be paid until the date that is six months and one day following such termination to the extent necessary to avoid adverse tax consequences under Section 409A of the Code, and, if such payments are required to be so deferred, the first payment shall be in an amount equal to the total amount to which the Employee would otherwise have been entitled to during the period following the date of termination if such deferral had not been required. Furthermore, this Agreement is intended to comply with Section 409A of the Code (or any regulations or rulings thereunder), and shall be construed and interpreted in accordance with such intent. Notwithstanding anything to the contrary in this Agreement, the Company, in the exercise of its sole discretion and without the consent of the Employee, may amend or modify this Agreement in any manner in order to meet the requirements of Section 409A of the Code as amplified by any Internal Revenue Service or U.S. Treasury Department guidance. Any provision of this Agreement or action by that would cause the Company would subject payment of any benefit to fail to satisfy Section 409A of the Executive Code shall have no force and effect until amended to liability for interest or additional taxes under comply with Section 409A of the Code Section 409A, it (which amendment shall be deemed null and void, retroactive to the extent permitted by law and deemed advisable by the CompanyCode or any regulations or rulings thereunder). It is intended that this Agreement will comply with Code Specifically but without limiting the foregoing, payment under Section 409A, and this Agreement 1.2 shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to made only in the contrary, no termination or similar payments or benefits shall be payable hereunder on account of event that the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code Section 409A. For purposes of Code Section 409Aand in the event that the Company determines that a “separation from service” has not occurred, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, any payment due hereunder shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, deferred until such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed time as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code“separation from service” has occurred. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) The Company and the Manager agree that this Agreement is intended to either comply with, or be exempt from, the requirements of Code Section 409A. To the extent that this Agreement is not exempt from the requirements of Code Section 409A, this Agreement is intended to comply with the requirements of Code Section 409A and shall be limited, construed and interpreted in accordance with such intent. If any provision of this Agreement would cause the Manager to incur any additional tax or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A409A and modifying it would avoid such additional tax or interest, it the parties agree that upon the Manager’s request, they shall be deemed null use reasonable business efforts to in good faith reform such provision; provided, that any such modification shall not increase the economic burden to the Company and voidwill, to the maximum extent permitted by law practicable, maintain the original intent and deemed advisable by economic benefit to the Company. It is intended that this Agreement will comply with Manager of the applicable provision without violating the provisions of Code Section 409A, and this Agreement 409A. (b) A termination shall not be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts to the contrary, no Manager upon or following a termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes is also a “separation Separation from serviceService” within the meaning of Code Section 409A. For 409A and, for purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean Separation from Service. This Section 17 shall not be construed as a guarantee of With regard to any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement payment to the contrary, if the Executive is determined to be Manager upon a Specified Employee as of the Termination Date, then, to the extent required Separation from Service that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A, payments due under this Agreement that are deemed to the extent required to be deferred compensation delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be subject made or provided to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lumpManager prior to the expiration of the six-sum payment as month period measured from the date of the Separation from Service. On the first day of the seventh month following the Termination Date (or, if earlier, as date of the Executive's death), with Separation from Service all such payments delayed payments being credited with interest pursuant to this Section 24(b) (compounded monthly) for this period of delay equal to whether they would have otherwise been payable in a single sum or in installments in the prime rate in effect on the first day absence of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date delay) shall be paid the Manager in a lump sum, and any remaining payments due to the Executive Manager under this Agreement shall be paid or provided in accordance with the normal payment schedule established dates specified for them herein. (c) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will shall comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (“Code Section 409A”), or an exemption to Code Section 409A. Payments, rights and benefits may only be made, satisfied or provided under this Agreement upon an event and in a manner permitted by Code Section 409A, to the extent applicable, so as not to subject the Executive to the payment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered accordingly and interpreted and construed on in a basis manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree, to the extent possible, to amend this Agreement to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of such intent. taxes or interest under Code Section 409A. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” as defined under Code Section 409A. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account if, as of the date of the Executive's termination of employment unless such termination constitutes a “’s separation from service, the Executive is a “specified employee” as defined under Code Section 409A, then, except to the extent that this Agreement does not provide for a “deferral of compensation” within the meaning of Code Section 409A. For purposes 409A of Code Section 409Athe Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit no payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may and no benefits shall be amended provided to the extent necessary (including retroactively) by Executive during the Company to avoid period beginning on the application date of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement ’s separation from service and ending on the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first last day of the seventh sixth month following the Termination Date (or, if earlier, as of after such date. In no event may the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for directly or indirectly, designate the calendar year of any payment under this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereinAgreement.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with the provisions of section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (“Code Section 409A”), or an exemption to Code Section 409A. Payments, rights and benefits may only be made, satisfied or provided under this Agreement upon an event and in a manner permitted by Code Section 409A, to the extent applicable, so as not to subject the Executive to the payment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered accordingly and interpreted and construed on in a basis manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree, to the extent possible, to amend this Agreement to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of such intent. taxes or interest under Code Section 409A. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” as defined under Code Section 409A. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder if, on account the date of the Executive's termination of employment unless such termination constitutes a “separation from service, the Executive is a “specified employee” as defined under Code Section 409A, then, except to the extent that this Agreement does not provide for a “deferral of compensation” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement , no payments may be made and no benefits may be provided to the contrary, if Executive during the Executive is determined to be a Specified Employee as of period beginning on the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as date of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect separation from service and ending on the first last day of the sixth month after such six (6)-month perioddate. Any portion In no event may the Executive, directly or indirectly, designate the calendar year of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the any payment schedule established hereinunder this Agreement.

Code Section 409A. (a) To the extent any provision For purposes of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409Aletter agreement, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A of the Code and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the extent any payments provided under this letter agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A, and you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from your separation from service from the Company or (ii) the date of your death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you including, without limitation, the additional tax for which you would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between your termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any provision of this letter agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this letter agreement may be classified as a “short-term deferral” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments payment shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement deemed a short-term deferral, even if it may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect also qualify for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code an exemption from Section 409A or any other under another provision of the Code. Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section l.409A-2(b )(b2) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereinTreasury Regulations.

Code Section 409A. (ai) To The intent of the extent any provision of parties is that payments and benefits under this Agreement comply with or action by otherwise be exempt from Section 409A of the Company would subject Internal Revenue Code of 1986, as amended (the Executive to liability for interest or additional taxes under “Code”), and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, it shall be deemed null and voidaccordingly, to the maximum extent permitted by law and deemed advisable by the Company. It is intended that permitted, this Agreement will shall be interpreted to be either exempt from or in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. 409A. (ii) Notwithstanding any provision of this Agreement other payment schedule provided herein to the contrary, no if Executive is deemed on the date of termination or similar payments or benefits shall to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and Treasury Regulations Section 1.409A-1(i), then any payment under this Agreement that is considered deferred compensation under Code Section 409A payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” shall not be made until the date which is the earlier of (A) the first date after the date of expiration of the six (6) month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Within ten (10) days following the expiration of the Delay Period, all payments delayed pursuant to this Section 3(f) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment (but only to the extent such amounts or benefits are subject to the provisions of Code Section 409A) unless such termination is also a “separation from service” from the Company within the meaning of Code Section 409A. 409A and Treasury Regulations Section 1.409A-1(h) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) For purposes of Code Section 409A, all Executive’s right to receive any installment payments of deferred compensation made hereunder, or payment pursuant to another plan this Agreement shall be treated as a right to receive a series of separate and distinct payments. (v) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. For the avoidance of doubt, any payment due under this Agreement within a period following Executive’s termination of employment or arrangementother event, shall be deemed made on a date during such period as determined by the Company in its sole discretion, and in accordance with Code Section 409A. (vi) With regard to be separate payments. To the extent any reimbursements provision herein that provides for reimbursement of costs and expenses or in-in kind benefit payments under this Agreement are subject to benefits, except as permitted by Code Section 409A, (A) the right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit, (B) the amount of expenses eligible for reimbursement, or in kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other taxable year, and (C) such reimbursements and in-kind benefit payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred, all in accordance with Treasury Regulation Regulations Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with with, or be exempt from, Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits (which constitute “non-qualified deferred compensation” under Code Section 409A) shall be payable hereunder on account of the Executive's ’s termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-in- kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's ’s benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code.409A. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, only to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month six-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's ’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six six- month period (6)-month periodbased on the prime rate as reflected in the Wall Street Journal). Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month six-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) To This Agreement is intended to be exempt from Section 409A of the extent Code, as amended and will be interpreted in a manner intended to reflect that intention. A. Notwithstanding anything herein to the contrary, if any provision of amounts payable pursuant to this Agreement are determined to be subject to Section 409A of the Code, then with respect to such amounts: (i) if at the time of Executive’s separation from service from Company, Executive is a “specified employee” as defined in Section 409A of the Code (and any related regulations or action by other pronouncements thereunder) and the Company would subject deferral of the Executive commencement of the payment of such amounts on account of such separation from service is necessary in order to liability for interest prevent any accelerated or additional taxes tax under Code Section 409A409A of the Code, it shall be deemed null and void, then Company will defer the commencement of the payment of any such amounts hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the extent date that is six months following Executive’s separation from service from Company (or the earliest date as is permitted by law and deemed advisable by under Section 409A of the Company. It is intended that this Agreement will comply with Code Section 409ACode), and (ii) each payment of two or more installment payments made under this Agreement shall be administered accordingly and interpreted and construed on designated as a basis consistent with such intent. Notwithstanding any provision “separate payment” within the meaning of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account Section 409A of the Code. Any amounts of deferred compensation that are payable by reason of Executive's termination of employment shall not be paid unless such termination of employment also constitutes a “"separation from service” within the meaning of Code Section 409A. For " for purposes of Section 409A of the Code and references to the employee's "termination," or "termination of employment" and words and phrases of similar meaning shall be construed to require a "separation from service" for purposes of Section 409A, all installment 409A of the Code. B. If any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred compensation made hereunderif deferral will make such payment or other benefits compliant under Section 409A of the Code, or pursuant to another plan otherwise such payment or arrangement, other benefits shall be deemed restructured, to be separate payments. the extent possible, in a manner, determined by Company, that does not cause such an accelerated or additional tax. C. To the extent any reimbursements or in-kind benefit payments benefits due Executive under this Agreement are subject to Code constitutes “deferred compensation” under Section 409A409A of the Code, any such reimbursements and or in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). D. Company shall consult with Executive in good faith regarding the payment schedule established herein.implementation of the provisions of this paragraph; provided that neither Company nor any of its employees or representatives shall have any liability to Executive with respect thereto. (Signature Page to Follow)

Code Section 409A. ​ (a) To Any payments made pursuant to this Agreement, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. In no event may the Employee, directly or indirectly, designate the calendar year of any payment under this Agreement. ​ (b) The parties hereto intend that any and all post-employment compensation under this Agreement satisfy the requirements of Section 409A or an exception or exclusion there from to avoid the imposition of any accelerated or additional taxes pursuant to Section 409A. Any terms not specifically defined shall have the meaning as set forth in Section 409A. ​ ​ (c) If, when Employee’s employment terminates, Employee is a “specified employee,” as defined in Code Section 409A(a)(2)(B)(i), then despite any provision of this Agreement or action by other plan or agreement to the Company would subject contrary, Employee will not be entitled to the Executive payments until the earliest of: (a) the date that is at least six months after Employee’s “separation from service” (as defined in Code Section 409A) for reasons other than Employee’s death, (b) the date of Employee’s death, or (c) any earlier date that does not result in additional tax or interest to liability for interest Employee under Code Section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to Employee in a single lump sum with any remaining payments to commence in accordance with the terms of this Agreement or additional taxes other applicable plan or agreement. ​ (d) Notwithstanding the foregoing, no payment shall be made pursuant to this Agreement unless such termination of employment is a “Separation from Service” as defined in Code Section 409A. ​ (e) To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A, it amounts reimbursable to Employee under this Agreement shall be deemed null paid to Employee on or before the last day of the year following the year in which the expense was incurred and void, the amount of expenses eligible for reimbursement (and in-kind benefits provided to Employee) during one year may not affects amount reimbursable or provided in any subsequent year. ​ (f) The Bank makes no representation that any or all of the extent permitted by law and deemed advisable by the Company. It is intended that payments described in this Agreement will be exempt from or comply with Code Section 409A, 409A and this Agreement makes no undertaking to preclude Code Section 409A from applying to any such payment. Employee understands and agrees that Employee shall be administered accordingly and interpreted and construed on a basis consistent solely responsible for the payment of any taxes, penalties, interest or other expenses incurred by Employee because of non-compliance with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.​

Code Section 409A. (ai) The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision of this Agreement or action by the Company would subject the Executive hereof is modified in order to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement such modification shall be administered accordingly made in good faith and interpreted shall, to the maximum extent reasonably possible, maintain the original intent and construed on a basis consistent with such intent. Notwithstanding economic benefit to Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, no termination payment of any amount or similar payments benefit that constitutes “nonqualified deferred compensation” upon or benefits shall be payable hereunder on account of the Executive's following a termination of employment unless such termination constitutes is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 15(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (x) all expense or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (y) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (z) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, all Executive’s right to receive installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, this Agreement shall be deemed treated as a right to be receive a series of separate and distinct payments. To the extent any reimbursements or in-kind benefit payments Whenever a payment under this Agreement are subject specifies a payment period with reference to Code Section 409Aa number of days, such reimbursements and in-kind benefit payments the actual date of payment within the specified period shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to within the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision sole discretion of the CodeCompany. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it The Committee shall be deemed null and void, to the extent permitted by law applicable interpret and deemed advisable by the Company. It is intended that construe this Agreement will to comply with Code Section 409A, and to the extent required a Change in Control shall be limited to a Change in Control that complies with Code Section 409A. The Committee may interpret or amend this Agreement to comply with Code Section 409A without the Participant’s consent even if such amendment would have an adverse effect on this Agreement. To the extent required under Code Section 409A, in the case of any Participant who is specified employee, a distribution on account of a separation from service may not be made before the date which is six months after the date of the Participant’s separation from service (or, if earlier, the date of the Participant’s death). For purposes of the foregoing and to the extent required by Code Section 409A with respect to an Agreement, the terms “separation from service” and “specified employee” all shall be administered accordingly defined in the same manner as those terms are defined for purposes of Section 409A of the Code, and interpreted the limitations set forth herein shall be applied in such manner (and construed on only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that are applicable to the Agreement as determined by the Committee. Furthermore, to the extent required under Code Section 409A, none of the Company, the Committee or Board shall have any discretion otherwise provided in the Plan or herein to the extent such discretion is prohibited under Code Section 409A for compliance with Code Section 409A with respect to deferred compensation including, without limitation, any discretion to accelerate or substitute as permitted under the Plan or determine an event is or is not a basis consistent with such intentChange in Control. Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, no termination or similar payments payment of any amounts or benefits shall be payable hereunder on account that constitute “non-qualified deferred compensation” within the meaning of the Executive's Section 409A upon or following a termination of Participant’s employment unless such termination constitutes is also a “separation from service” within the meaning of Code Section 409A. For 409A and, for purposes of Code Section 409Aany such provision of this Agreement, all installment payments references to a “termination,” “termination of deferred compensation made hereunder, employment” or pursuant to another plan or arrangement, like terms shall mean “separation from service” and the date of such separation from service shall be deemed the date of termination for purposes of any such payment or benefits. Notwithstanding the foregoing, none of the Company, any Affiliate or any officer, director, employee, shareholder or any agent of any of them guarantees or is responsible for the tax consequences to be separate payments. To the extent any reimbursements or in-kind benefit payments under Participant with respect to this Agreement are subject to Code Section 409Aunder the Plan and the administration of the Plan, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes without limitation, any excise or penalty tax or interest under Code Section 409A, while maintaining 409A. Participant is advised to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular consult Participant’s tax effect for the Executive's benefits under advisor with respect to this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision tax consequences of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, and any payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereinhereunder.

Code Section 409A. (a) To the extent any provision For purposes of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409Aletter agreement, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A of the Code and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the extent any payments provided under this letter agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A, and you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from your separation from service from the Company or (ii) the date of your death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you including, without limitation, the additional tax for which you would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between your termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any provision of this letter agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this letter agreement may be classified as a “short-term deferral” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments payment shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement deemed a short-term deferral, even if it may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect also qualify for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code an exemption from Section 409A or any other under another provision of the Code. (bSection 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereinTreasury Regulations.

Code Section 409A. It is the parties’ intention that payments under this ARTICLE 4 will be exempt from the requirements of Section 409A of the Code (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code “Section 409A, it shall be deemed null ”) because they are short term deferrals under Treas. Reg. Sec. 1.409A-1(b)(4) or payments under a separation pay plan within the meaning of Treas. Reg. Sec. 1.409A-1(b)(9) and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be construed and administered accordingly and interpreted and construed on in a basis manner consistent with such intent. Notwithstanding If any provision of this Agreement payment is or becomes subject to the contraryrequirements of Section 409A, no termination the Agreement, as it relates to such payment, is intended to comply with the requirements of Section 409A. Further, any payments that are subject to the requirements of Section 409A may be accelerated or similar delayed only if and to the extent otherwise permitted under Section 409A. All payments or benefits shall to be payable hereunder on account of made under the Executive's Agreement upon a termination of employment unless such termination constitutes may only be made upon a “separation of service” as defined under Section 409A and any “separation from service” shall be treated as a termination of employment. If the provision of a benefit or a payment is determined to be subject to Section 409A, then, if Employee is a “specified employee” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or the Treasury Regulations issued pursuant to another plan or arrangementSection 409A as of Employee’s date of termination, no amount that constitutes a deferral of compensation that is payable on account of the Employee’s separation from service shall be deemed paid to be separate payments. To Employee before the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee date that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (after Employee’s date of termination or, if earlier, as the date of Employee’s death (the “delayed payment date”). All such withheld amounts will be accumulated and paid, without interest, on the delayed payment date. Notwithstanding anything to the contrary in this Agreement, with respect to payments that are not exempt from Section 409A (if any) and are subject to the Employee’s execution and delivery of a release: (i) If the Employee fails to execute the release on or prior to the expiration date set forth in the release or timely revokes Employee’s acceptance of the Executive's death)release thereafter, with all such delayed the Employee shall not be entitled to any payments being credited with interest or benefits otherwise conditioned on the release, and (compounded monthlyii) for this In any case where the employment termination date and the latest date the release revocation period of delay equal could expire fall in two separate taxable years, any payments required to be made to the prime rate in effect Employee that are conditioned on the first day release (and would otherwise be made in the earlier of such six (6)-month periodtaxable years) shall be made in the later taxable year. Any portion of the benefits hereunder payments that were not otherwise due are delayed pursuant to be paid during the six this Section (6)-month period following the Termination Date ii) shall be paid to in a lump sum on the Executive latest of the date the Employee executes and does not revoke the release (and the applicable revocation period has expired), the first business day in accordance with such later taxable year, or the date payment schedule established hereinis otherwise due under the terms of this Agreement.

Code Section 409A. The severance pay and severance benefits provided under this Agreement are intended to be exempt from Internal Revenue Code Section 409A (a“Code Section 409A”) To and any ambiguous provision will be construed in a manner that is compliant with or exempt from the extent any application of Code Section 409A. In particular, the severance pay and benefits are intended to constitute a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4), a payment or benefit described in paragraphs (b)(9)(iv) and (v) of Treasury Regulation Section 1.409A-1, and/or severance pay due to involuntary separation from service under Treasury Regulation Section 1.409A-1(b)(9)(iii). If a provision of this Agreement or action by would result in the Company would subject the Executive to liability for interest or additional taxes imposition of an applicable tax under Code Section 409A, it the parties agree that such provision shall be deemed null and void, reformed to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with permissible under Code Section 409A409A to avoid imposition of the applicable tax, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intentreformation effected in a manner that has the most favorable tax result to the Executive. Notwithstanding any provision of in this Agreement to the contrary, no termination or similar payments or benefits if (a) the Executive is a “specified employee,” as such term is defined in Code Section 409A and the regulations thereunder and (b) any payment due under this Agreement is subject to Code Section 409A and is required to be delayed under Code Section 409A because the Executive is a specified employee, that payment shall be payable hereunder on account the earlier of (i) the first business day that is six months after the Executive’s Separation from Service, (ii) the date of the Executive's termination ’s death, or (iii) the date that otherwise complies with the requirements of employment unless Code Section 409A. This paragraph shall be applied by accumulating all payments that otherwise would have been paid within six months of the Executive’s Separation from Service and paying such termination constitutes a “separation from service” within accumulated amounts on the meaning earliest business day which complies with the requirements of Code Section 409A. For purposes of determining the identity of specified employees, the Company may establish procedures as it deems appropriate in accordance with Code Section 409A. For purposes of Code Section 409A, all installment each payment amount or benefit due under this Agreement will be considered a separate payment and the Executive’s entitlement to a series of payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed benefits under this Agreement is to be treated as an entitlement to a series of separate payments. To the extent With respect to any reimbursements or in-kind benefit payments under this Agreement that are nonqualified deferred compensation subject to Code Section 409A, such reimbursements and in-kind benefit payments shall (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement must be made on or before the last day of the calendar year following the calendar year in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv)which the expense was incurred and (iii) the right to reimbursement shall not be subject to liquidation or exchange for any other benefit. This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent For purposes of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for , “Separation from Service” means separation from service (within the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions meaning of Code Section 409A and the regulations and other guidance promulgated thereunder) with the group of employers that includes the Company and each of its “409A Affiliates.” For this purpose, “409A Affiliate” means any incorporated or any unincorporated trade or business or other provision entity or person, other than the Company, that along with the Company is considered a single employer under Internal Revenue Code Section 414(b) or Internal Revenue Code Section 414(c), but (i) in applying Internal Revenue Code Section 1563(a)(1), (2), and (3) for the purposes of determining a controlled group of corporations under Internal Revenue Code Section 414(b), the phrase “at least 50 percent” shall be used instead of the Code. phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Internal Revenue Code Section 1563(a)(1), (b2), and (3), and (ii) Notwithstanding any provision in applying Treasury Regulation Section 1.414(c)-2 for the purposes of this Agreement to determining trades or businesses (whether or not incorporated) that are under common control for the contrarypurposes of Internal Revenue Code Section 414(c), if the Executive is determined to phrase “at least 50 percent” shall be a Specified Employee as used instead of the Termination Date, then, to phrase “at least 80 percent” in each place the extent required pursuant to Code phrase “at least 80 percent” appears in Treasury Regulation Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein1.414(c)-2.

Code Section 409A. (a) To the extent any provision The Parties intend that all provisions of this Agreement and the payments made pursuant thereto will comply with, or action be exempt from, the application of Code Section 409A and the regulations and other guidance thereunder, and all provisions of this Agreement will be construed to the maximum extent possible, in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. This Agreement may be amended to the extent necessary (including retroactively) by the Company would subject Employer, without Executive’s consent, to avoid the Executive to liability for application of taxes or interest or additional taxes under Code Section 409A, it shall be deemed null and void, while maintaining to the maximum extent permitted by law and deemed advisable by practicable the Company. It original intent of this Agreement, provided that the Employer is intended that under no obligation to amend this Agreement will comply with for purposes of Code Section 409A. If it is determined that any payments or benefits due hereunder upon Executive’s termination of employment are subject to Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with no such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 16 shall not be construed as a guarantee of any particular tax effect for the Executive's ’s benefits under this Agreement and the Company Employer does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. For purposes of Code Section 409A, each payment hereunder and any installment payments shall be deemed separate payments. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee “specified employee” (as defined in Code Section 409A) as of the Termination Date, thenthen the six (6)-month payment delay rule under Code Section 409A shall apply as set forth therein, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all applicable. All delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's ’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. The intent of the parties is that payments (aincluding settlements) To and benefits under the Agreement are exempt from or comply with Section 409A to the extent any provision of this subject thereto, and, accordingly, to the maximum extent permitted, the Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null interpreted and voidbe administered to be in exempt from or compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code required to avoid accelerated taxation and/or tax penalties under Section 409A, the Grantee shall not be considered to have separated from service with the Company for purposes of the Agreement and this Agreement no payment shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement due to the contrary, no termination or similar payments or benefits shall be payable hereunder Grantee under the Agreement on account of a separation from service until the Executive's termination of employment unless such termination constitutes Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Code Section 409A. Any payments described in the Agreement that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless Applicable Law requires otherwise. Notwithstanding anything to the contrary in the Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A, such payment, under the Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A. The Company makes no representation that any or all of the payments described in the Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. For purposes of Code Section 409Amaking a payment under the Agreement, all installment payments if any amount is payable as a result of deferred compensation made hereundera Change of Control, or pursuant then to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments required to avoid accelerated taxation and/or tax penalties under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as event must also constitute a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the CodeCIC. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. It is the parties’ intention that payments under this ARTICLE 4 will be exempt from the requirements of Section 409A of the Code (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code “Section 409A, it shall be deemed null ”) because they are short term deferrals under Treas. Reg. Sec. 1.409A-1(b)(4) or payments under a separation pay plan within the meaning of Treas. Reg. Sec. 1.409A-1(b)(9) and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be construed and administered accordingly and interpreted and construed on in a basis manner consistent with such intent. Notwithstanding If any provision of this Agreement payment is or becomes subject to the contraryrequirements of Section 409A, no termination the Agreement, as it relates to such payment, is intended to comply with the requirements of Section 409A. Further, any payments that are subject to the requirements of Section 409A may be accelerated or similar delayed only if and to the extent otherwise permitted under Section 409A. All payments or benefits shall to be payable hereunder on account of made under the Executive's Agreement upon a termination of employment unless such termination constitutes may only be made upon a “separation of service” as defined under Section 409A and any “separation from service” shall be treated as a termination of employment. If the provision of a benefit or a payment is determined to be subject to Section 409A, then, if Employee is a “specified employee” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or the Treasury Regulations issued pursuant to another plan or arrangementSection 409A as of Employee’s date of termination, no amount that constitutes a deferral of compensation that is payable on account of the Employee’s separation from service shall be deemed paid to be separate payments. To Employee before the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee date that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (after Employee’s date of termination or, if earlier, as the date of Employee’s death (the “delayed payment date”). All such withheld amounts will be accumulated and paid, without interest, on the delayed payment date. Notwithstanding anything to the contrary in this Agreement, with respect to payments that are not exempt from Section 409A (if any) and are subject to the Employee’s execution and delivery of a release: (i) If the Employee fails to execute the release on or prior to the expiration date set forth in the release or timely revokes Employee’s acceptance of the Executive's death)release thereafter, with all such delayed the Employee shall not be entitled to any payments being credited with interest or benefits otherwise conditioned on the release, and (compounded monthlyii) for this In any case where the employment termination date and the latest date the release revocation period of delay equal could expire fall in two separate taxable years, any payments required to be made to the prime rate in effect Employee that are conditioned on the first day release (and would otherwise be made in the earlier of such six (6)-month periodtaxable years) shall be made in the later taxable year. Any portion of the benefits hereunder payments that were not otherwise due are delayed pursuant to be paid during the six this Section (6)-month period following the Termination Date ii) shall be paid to in a lump sum on the Executive latest of the date the Employee executes and does not revoke the release (and the applicable revocation period has expired), the first business day in accordance with such later taxable year, or the date payment schedule established hereinis otherwise due under the terms of this Agreement.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409Aapplicable, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly interpreted in accordance with Section 409A of the Code and interpreted Department of Treasury regulations and construed on a basis consistent with other interpretive guidance issued thereunder, including without limitation any such intentregulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to the contrary, no termination in the event that following the effective date of this Agreement, the Company determines that the RSUs may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this Agreement ), the Company may adopt such amendments to this Agreement or similar adopt other policies and procedures (including amendments, policies and procedures with retroactive effect ), or take any other actions, that the Company determines are necessary or appropriate to (a) exempt the RSUs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the RSUs, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 15 shall not create any obligation on the part of the Company, the Partnership or any Subsidiary to adopt any such amendment, policy or procedure or take any such other action. For purposes of Section 409A of the Code, any right to a series of payments or benefits pursuant to this Agreement shall be payable hereunder on account treated as a right to a series of separate payments. Notwithstanding anything to the Executive's termination of employment unless such termination constitutes a contrary in this Agreement, no amounts shall be paid to the Participant under this Agreement during the six-month period following the Participant’s “separation from service” to the extent that the Administrator determines that the Participant is a “specified employee” (each within the meaning of Code Section 409A. For purposes 409A of Code Section 409A, all installment payments the Code) at the time of deferred compensation made hereunder, such separation from service and that paying such amounts at the time or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under times indicated in this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall would be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest a prohibited distribution under Code Section 409A409A(a)(2)(b)(i). If the payment of any such amounts is delayed as a result of the previous sentence, while maintaining then on the first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without being subject to such additional taxes), the Company shall pay to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid Participant in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal amounts that would have otherwise been payable to the prime rate in effect on the first day of Participant during such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month six-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereinunder this Agreement.

Code Section 409A. (a) To The intent of the extent any provision of this Agreement or action by Holder and the Company would subject is that payments and benefits under this Award Agreement and the Executive Award be exempt from, or comply with, Section 409A of the Code, and accordingly, to liability for interest or additional taxes under Code Section 409Athe maximum extent permitted, it this Award Agreement and the Award shall be deemed null interpreted and voidadministered to be in accordance therewith. Each payment under this Award Agreement and the Award shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in this Award Agreement and the Award that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, to the extent permitted by law required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, (a) the Holder shall not be considered to have terminated employment for purposes of this Award Agreement and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement no payments shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement due to the contrary, no termination or similar payments or benefits shall be Holder under this Award Agreement that are payable hereunder on account of upon the Executive's Holder’s termination of employment unless such termination constitutes until the Holder would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or and (b) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Award Agreement and the Company does not guarantee that any such benefits will satisfy Award during the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay six-month period immediately following the Termination Date; and all delayed payments Holder’s separation from service shall instead be accumulated and paid in a lump-sum payment as of on the first business day of after the seventh month date that is six months following the Termination Date Holder’s separation from service (or, if earlier, as of the Executive's Holder’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (acollectively “Code Section 409A”) To and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event whatsoever shall the Company or Employer be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under Section 5 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 5(e) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement or action by providing for the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding payment of any provision of this Agreement to the contrary, no termination or similar payments amounts or benefits shall be payable hereunder on account of the Executive's upon or following a termination of employment unless such termination constitutes is also a “separation from service” from the Company and Employer within the meaning of Code Section 409A. 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” For purposes of Code Section 409A, all Executive’s right to receive any installment payments of deferred compensation made hereunder, or payment pursuant to another plan or arrangement, this Agreement shall be deemed treated as a right to be receive a series of separate and distinct payments. To Notwithstanding any other provision to the extent contrary, in no event shall any reimbursements or in-kind benefit payments payment under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect that constitutes “deferred compensation” for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions purposes of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not offset by any other amount unless otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.permitted by Code Section 409A.

Code Section 409A. The compensation and benefits payable under this Agreement are not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). 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. If Company and Contractor determine that any compensation or benefits payable under this Agreement may be or become subject to Code Section 409A and related Department of Treasury guidance, Company and Contractor agree to amend this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take such other actions as Company deems necessary or appropriate to (a) To exempt the extent any provision of compensation and benefits payable under this Agreement from Code Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement, or action by (b) comply with the Company requirements of Code Section 409A and related Department of Treasury guidance; provided, however, if such results are impossible or infeasible, Contractor’s right to payments of any amount that otherwise would be subject to the Executive to liability for interest or additional taxes imposed by Code Section 409A shall lapse. If at the time of Contractor’s separation from service with Company (as defined under the normal rules of Code Section 409A), Contractor is a “specified employee” as defined in Code Section 409A, it shall be deemed null and void, to the extent permitted as determined by law and deemed advisable by the Company. It is intended that this Agreement will comply Company in accordance with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding the deferral of the commencement of any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be otherwise payable hereunder on account as a result of the Executive's such termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, is necessary to prevent any accelerated or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest additional tax under Code Section 409A, while maintaining to then Company will defer the maximum extent practicable commencement of the original intent of this Agreement. This Section 17 shall not be construed as a guarantee payment of any particular tax effect for such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Contractor) until the Executive's benefits date that is six months and one day following Contractor’s termination of employment with Company (or the earliest date permitted under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be amounts payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does Company’s and the Executive’s exercise of authority or discretion hereunder shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not guarantee to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any such benefits will satisfy amount payable under this Agreement would trigger the provisions of additional tax imposed by Code Section 409A or any other provision of 409A, the Code. Agreement shall be modified to avoid such additional tax yet preserve (bto the nearest extent reasonably possible) the intended benefit payable to the Executive. Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee “specified employee” as defined in Code Section 409A, and, as a result of that status, any portion of the Termination Date, then, payments under this Agreement would otherwise be subject to the extent required taxation pursuant to Code Section 409A, the Executive shall not be entitled to any payments due under this Agreement that are deemed to be deferred compensation shall be subject to upon a termination of her employment until the earlier of (i) the date which is six (6)-month delay following 6) months after her termination of employment for any reason other than death, or (ii) the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as date of the Executive's ’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on ; provided the first day of such payment thereafter shall include all amounts that would have been paid earlier but for such six (6)-month 6) month delay. At the request of the Executive, the Company shall set aside those payments that would otherwise be made in such six-month period in a trust that is in compliance with Rev. Proc. 92-64. Furthermore, with regard to any benefit to be provided upon a termination of employment, to the extent required by Code Section 409A, the Executive shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Company therefor promptly after the end of such period. Any portion The provisions of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date this Section 21 shall be paid only apply if, and to the Executive in accordance extent, required to comply with the payment schedule established herein.Code Section 409A.

Code Section 409A. (a) The intent of the Parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (together with the regulations and guidance promulgated thereunder, “Code Section 409A”), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision of this Agreement or action by the Company would subject the Executive hereof is modified in order to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement such modification shall be administered accordingly made in good faith and interpreted shall, to the maximum extent reasonably possible, maintain the original intent and construed economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on a basis consistent with such intent. Notwithstanding the Executive by Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, no termination or similar payments payment of any amounts or benefits shall be payable hereunder on account of the Executive's constituting deferred compensation under Code Section 409A upon or following a termination of employment unless such termination constitutes of employment is also a “separation from service” within the meaning of Code Section 409A. 409A and, for purposes of any such provision of this Agreement, references to a termination of employment or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6) month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive's death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified herein. (c) All expenses or other reimbursements under this Agreement shall be made as soon as practicable and in any event on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) For purposes of Code Section 409A, all the Executive’s right to receive any installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, this Agreement shall be deemed treated as a right to be receive a series of separate and distinct payments. To the extent any reimbursements or in-kind benefit payments Whenever a payment under this Agreement are subject specifies a payment period with reference to Code Section 409Aa number of days (e.g., such reimbursements and in-kind benefit payments “payment shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(ivwithin sixty (60) days”). This Agreement may , the actual date of payment within the specified period shall be amended to within the extent necessary sole discretion of the Company. (including retroactivelye) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 In no event shall not be construed as a guarantee of any particular tax effect for the Executive's benefits payment under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions constitutes “deferred compensation” for purposes of Code Section 409A or be offset by any other provision of the Code. (b) Notwithstanding any provision of payment pursuant to this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereinor otherwise.

Code Section 409A. (a) To Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payments and benefits set forth herein shall either be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or shall comply with the requirements of Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Code Section 409A. The parties hereto agree that the payments and benefits set forth herein comply with or are exempt from the requirements of Code Section 409A and agree not to take any position, and to cause their affiliates, successors and assigns not to take any position, inconsistent with such interpretation for any reporting purposes, whether internal or external. (b) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or action by benefits that constitute “non-qualified deferred compensation” within the Company would subject the Executive to liability for interest or additional taxes under meaning of Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on 409A upon or following a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of Employee’s employment unless such termination constitutes is also a “separation from service” within the meaning of Code Section 409A. For 409A and, for purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent provision of this Agreement. This Section 17 , references to a “termination,” “termination of employment” or like terms shall not mean “separation from service” and the date of such separation from service shall be construed treated as a guarantee the date of termination for purposes of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A payment or benefits. Notwithstanding any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive Employee is determined a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Employee’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following the Employee’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to the Employee in a Specified Employee as lump-sum cash payment on the earlier of (i) the first regular payroll date of the Termination Dateseventh month following the Employee’s separation from service or (ii) the 10th business day following the Employee’s death. (c) It is intended that each installment of any severance payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Code Section 409A. Neither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense shall be made promptly and in all cases on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. Notwithstanding anything contained herein to the contrary, if the period in which any general waiver and release of claims may be executed overlaps two calendar years (regardless of when such release is actually executed), then, to the extent required pursuant to by Code Section 409A, any payments due under this Agreement that are subject to such general waiver and release of claims that would otherwise be made in such first calendar year shall instead be withheld and paid on the first normal payment date in the second calendar year, with all remaining payments to be paid as if such delay had not occurred.” The Agreement, as amended by this Amendment, shall remain in full force and effect, and this Amendment shall be deemed to be deferred compensation incorporated into the Agreement and made a part thereof. Except for the amendments expressly described herein, this Amendment shall not otherwise amend or modify any other provision of the Agreement. This Amendment may be executed in two or more counterparts, each of which shall be subject deemed to a six (6)-month delay following the Termination Date; be an original and all delayed payments of which together shall constitute one instrument. Delivery of an executed counterpart of this Amendment by facsimile or other electronic method of transmission shall be accumulated and paid in a lump-sum payment equally effective as delivery of the first day an original executed counterpart of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established hereinAmendment.

Code Section 409A. (a) The provisions in this Section 6 shall apply if the Participant is subject to taxation in the United States. 6.1 To the extent any provision of this Agreement or action by the Company would Restricted Stock Units constitute “nonqualified deferred compensation” that is subject the Executive to liability for interest or additional taxes under Code Section 409A409A (“NQ Deferred Compensation”), it shall be deemed null and void, any Restricted Stock Units that are payable upon or with reference to the extent permitted by law and deemed advisable by date that the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement Participant’s Active Service terminates (i) shall not be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to paid unless the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes Participant experiences a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To 409A and (ii) if the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to Participant is a “specified employee” within the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions meaning of Code Section 409A or any other provision on the date of the Code. (b) Notwithstanding any provision of this Agreement to Participant’s separation from service, then the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation Restricted Stock Units shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of on the first business day of the seventh month following the Termination Date (Participant’s separation from service, or, if earlier, as on the date of the Executive's Participant’s death), with all to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments being credited made pursuant to this Agreement and the Plan are intended to qualify for an exemption from or comply with interest (compounded monthly) for Code Section 409A. Notwithstanding any other provision in this period of delay equal Agreement and the Plan, the Company, to the prime rate extent it deems necessary or advisable in effect on its sole discretion, reserves the first day of such six (6)-month periodright, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Any portion Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the benefits hereunder that were not otherwise due Company based on matters covered by Code Section 409A, including the tax treatment of any amount paid or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to be any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid during or payable under this Agreement. 6.3 Notwithstanding any other provision of the six (6)-month period following Plan, this Agreement or any other agreement between the Termination Date shall be paid Company and the Participant, to the Executive extent this Award constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A, a Change of Control shall not constitute a settlement or distribution event with respect to the Award, or an event that otherwise changes the timing of settlement or distribution of the Award, unless the Change of Control also constitutes an event described in accordance with Section 409A(a)(2)(v) of the payment schedule established hereinCode and the regulations thereto. For the avoidance of doubt, this Section 6.3 shall have no bearing on whether the Award vests pursuant to the terms of the Plan or this Agreement or any agreement between the Company and the Participant.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement Release to the contrary, this Release will be construed, administered or deemed amended as necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no termination circumstances shall the Company, Western Union, or similar their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments or benefits to Executive pursuant to this Release are intended to be exempt from Code Section 409A to the maximum extent possible, first, to the extent such payments are scheduled to be paid and are in fact paid during the short-term deferral period, as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and then under the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii), and for this purpose each payment shall be considered a separate payment such that the determination of whether a payment qualifies as a short-term deferral shall be made without regard to whether other payments so qualify and the determination of whether a payment qualifies under the separation pay exemption shall be made without regard to any payments which qualify as short-term deferrals. To the extent any amounts under this Release are payable hereunder on account of the by reference to Executive's ’s “termination of employment unless employment” or “separation from employment” such termination constitutes a terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. For purposes Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, all installment payments (ii) is payable upon Executive’s separation from service and (iii) under the terms of deferred compensation made hereunderthis Release would be payable prior to the six-month anniversary of Executive’s separation from service, or pursuant to another plan or arrangement, such payment shall be deemed delayed until the earlier to be separate payments. To occur of (a) the extent any reimbursements or insix-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision month anniversary of the Code. separation from service or (b) Notwithstanding any provision the date of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's ’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (ai) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409Aapplicable, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly interpreted in accordance with Section 409A of the Code and interpreted the regulations and construed on a basis consistent with such intentother guidance thereunder and any state law of similar effect (collectively “Section 409A”). For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). Notwithstanding anything to the contrary set forth herein, any provision of payments and benefits provided under this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a that constitute “separation from servicedeferred compensation” within the meaning of Code Section 409A that are payable upon termination of employment shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a Separation from Service, unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur additional tax under Section 409A. For purposes Each series of Code Section 409A, all installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. (ii) If the Company (or, if applicable, the successor entity thereto) determines that any payments or benefits under this Agreement constitute “deferred compensation made hereundercompensation” under Section 409A and Executive is, on the date of Executive’s Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, to the extent that the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 10(o)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or pursuant take such other actions as Executive and the Company deem reasonably necessary or appropriate, to another plan or arrangement, shall be deemed to be separate paymentscomply with the 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 reimbursements provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefit payments benefits payable under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 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. This Agreement may be amended 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 the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 reimbursement for such amounts shall not be construed as a guarantee of any particular tax effect subject to liquidation or exchange for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Codebenefit. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) To Notwithstanding any other provision in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any provision benefit under this Agreement, it is the general intention of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and voidthat such benefits will, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will practicable, comply with with, or be exempt from, Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement will, to the contraryextent practicable, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate paymentsconstrued in accordance therewith. To the maximum extent any reimbursements or in-kind benefit payments permitted under Code Section 409A and its corresponding regulations, Severance Payments under this Agreement are subject intended to meet the requirements of the short-term deferral exemption under Code Section 409A, such reimbursements 409A and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(ivthe “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid For purposes of the application of taxes Treas. Reg. § 1.409A-1(b)(4) (or interest under Code Section 409Aany successor provision), while maintaining each payment in a series of payments to the maximum extent practicable the original intent Executive will be deemed a separate payment. Deferrals of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under distributable pursuant to this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply will not be permitted unless such deferrals follow Code Section 409A. In the event that the Company (or a successor thereto) has any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a Specified Employee “specified employee” (as of the Termination Date, then, to the extent required pursuant to defined under Code Section 409A), payments due under this Agreement any payment that are is deemed to be deferred compensation shall under Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six (6) months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to a the six (6)-month delay rule, all payments that would have been made to Executive during the six (6) months following the Termination Date; and all delayed payments shall her separation from service that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid in a lump-sum payment as of the first day of to Executive during the seventh (7th) month following her separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the Termination Date (orpurposes herein, if earlier, as the phrase “termination of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to employment” or similar phrases will be paid during the six (6)-month period following the Termination Date shall be paid to the Executive interpreted in accordance with the payment schedule established hereinterm “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions will, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement will be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder will be deemed not to comply with Code Section 409A, then neither the Company, the Board, STRM, the Committee nor its or their affiliates designees or agents will be liable to any participant or other person for actions, decisions or determinations made in good faith.

Code Section 409A. (a) To the extent that any provision of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or action by other guidance issued under Code Section 409A would result in the Company would Employee being subject the Executive to liability for payment of additional income taxes or interest or additional taxes under Code Section 409A, it shall be deemed null and voidthe parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent permitted by law and deemed advisable by the Company. It is intended that required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement will comply with Code Section 409A, and this Agreement which are deemed to be deferred compensation shall be administered accordingly and interpreted and construed on subject to a basis consistent with such intent. Notwithstanding any provision of this Agreement to six (6) month delay following the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “Employee’s separation from service” within the meaning of Code Section 409A. . For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To payments and, accordingly, the extent any reimbursements or in-kind benefit aforementioned deferral shall only apply to separate payments under this Agreement are subject to Code Section 409A, such reimbursements which would occur during the six (6) month deferral period and in-kind benefit all other payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv)unaffected. This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh seventh-month following the Termination Date separation from service (or, if earlier, as the date of death of the Executive's death), Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month six-month period following the Termination Date termination shall be paid to the Executive Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”

Code Section 409A. (ai) The intent of the parties is that payments and benefits under this Agreement be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended, and the final treasury regulations and other legally binding guidance promulgated thereunder (collectively, “Section 409A of the Code”).Accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) 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 severance benefit is 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 severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Section 409A of the Code. To the maximum extent any provision of permitted, this Agreement or action shall be interpreted in accordance with Section 409A of the Code. For purposes of Section 409A of the Code, Executive’s right to receive installment payments pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company would subject in accordance with Section 409A of the Executive to liability for interest or additional taxes under Code Section 409ACode, it shall be deemed null and voidon the date of Executive’s Separation from Service, to the extent permitted by law and deemed advisable by that the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, then such reimbursements portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement would reasonably be expected to cause the application of an accelerated or additional tax under Section 409A of the Code Executive and the Company agree to amend this Agreement, or take such other actions as the Company deems reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A of the Code or damages for failing to comply with Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. (iv) Any reimbursement of expenses or in-kind benefit payments benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 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. This Agreement may be amended The amount of expenses reimbursed or in-kind benefits payable in one year 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 the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 reimbursement for such amounts shall not be construed as a guarantee of any particular tax effect subject to liquidation or exchange for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Codebenefit. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination in the event that any delivery of Shares to the Participant is made upon, or similar payments or benefits shall be payable hereunder on account as a result of the Executive's Participant’s termination of employment unless (other than as a result of death), and the Participant is a “specified employee” (as that term is defined under Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the Participant under this Agreement until the date that is the earlier to occur of: (i) the Participant’s death, or (ii) six (6) months and one (1) day following the Participant’s termination of employment (the “Delay Period”). For purposes of this Agreement, to the extent the Performance Share Units (or equivalent units received following a Change in Control) are subject to the provision of Section 409A, the terms “ceases to be employed”, “termination of employment” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” within the meaning of Code under Section 409A. For purposes Performance Share Units are generally intended to be exempt from Section 409A as short-term deferrals and, accordingly, the terms of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, this Agreement shall be deemed construed to be separate paymentspreserve such exemption. To the extent any reimbursements or in-kind benefit payments that Performance Share Units granted under this Agreement are subject to Code the requirements of Section 409A, such reimbursements and in-kind benefit payments this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement interpreted and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive administered in accordance with the payment schedule established hereinintent that the Participant not be subject to tax under Section 409A. Neither the Company nor any of its Subsidiaries shall be liable to any Participant (or any other individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant might owe as a result of participation in the Plan, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Participant from the obligation to pay any taxes pursuant to Section 409A, unless otherwise specified.

Code Section 409A. (a) This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and related U.S. Treasury regulations or pronouncements (“Section 409A”) and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Section 409A. To the extent any provision of this Agreement or action required by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, any reference to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the an Executive's ’s termination of employment unless such termination shall mean a cessation of the employment relationship between the Executive and Company which constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made as determined in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by 409A. Nevertheless, the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall does not be construed as a and cannot guarantee of any particular tax effect or treatment of the amounts due under this Agreement. Except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Executive's benefits , the Company will not be responsible for the payment of any applicable taxes on compensation paid or provided pursuant to this Agreement. Neither the time nor schedule of any payment under this Agreement may be accelerated or subject to further deferral except as permitted by Section 409A of the Internal Revenue Code and the Company applicable regulations. Executive does not guarantee that have any right to make any election regarding the time or form of any payment due under this Agreement except as permitted by Section 409A. Installment payments made pursuant to this Agreement shall be treated as separate payments for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii). In the event this Agreement or any benefit paid to Executive hereunder is deemed to be subject to Section 409A, Executive consents to the Company adopting such benefits will satisfy conforming amendments or taking such actions as the provisions of Code Company deems necessary, in its reasonable discretion, to comply with Section 409A or any other provision and avoid the imposition of the Code.taxes under Section 409A. (b) Notwithstanding any provision of anything in this Agreement to the contrarycontrary notwithstanding, if on the date of termination of Executive’s employment with Company, Executive is determined to be a Specified Employee “specified employee” as defined in Treasury Regulation Section 1.409A-1(i)(1), and as a result of such termination would receive any payment that, absent the Termination Date, then, to the extent required pursuant to Code application of this Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall 12 would be subject to interest and additional tax imposed pursuant to Section 409A as a six (6)-month delay following result of the Termination Date; and all delayed payments application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal made prior to the prime rate in effect on date that is the first day earliest of (i) 6 months after the date of termination of Executive’s employment; (i) Executive’s death; or (iii) such six (6)-month period. Any portion of the benefits hereunder that were other date as will cause such payment not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid subject to the Executive in accordance with the payment schedule established hereinsuch interest and additional tax.

Code Section 409A. (a) To This Agreement is intended to comply with Section 409A of the extent any provision of Code, and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in kind distributions, and shall be administered accordingly. Executive hereby agrees that the Company may, without further consent from Executive, make the minimum changes to this Agreement as may be necessary or action by appropriate to avoid the Company would subject the Executive to liability for interest or imposition of additional taxes or penalties on Executive pursuant to Section 409A of the Code. The Company cannot guarantee that the payments and benefits that may be paid or provided pursuant to this Agreement will satisfy all applicable provisions of Section 409A of the Code. In the case of any reimbursement payment which is required to be made promptly under Code this Agreement, such payment will be made in all instances no later than December 31 of the calendar year following the calendar year in which the obligation to make such reimbursement arises. Notwithstanding the foregoing, if any payments or benefits under this Agreement become subject to Section 409A409A of the Code, it shall be deemed null and voidthen for the purpose of complying therewith, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Executive's Code (the “Non-Exempt Payments”), if Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the date of termination, any amount of such Non-Exempt Payments that would be paid prior to the six (6) month anniversary of the date of termination shall instead be accumulated and paid to Executive in a lump sum payment within five (5) business days after such six (6) month anniversary. A termination of employment unless such termination constitutes shall be deemed to occur only if it is a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments as such term is defined under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code, and references to “termination,” “termination of employment,” or like terms shall mean a “separation from service. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.”

Code Section 409A. 17.8.2.1. Notwithstanding anything else to the contrary herein, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from Code Section 409A or in compliance therewith, as applicable. In furtherance thereof, if payment or provision of any amount or benefit hereunder at the time specified in this Agreement would subject such amount or benefit to any additional tax under Code Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or the provision of such amount or benefit could be made without incurring such additional tax (a) To including paying any severance that is delayed in a lump sum upon the earliest possible payment date which is consistent with Code Section 409A). In addition, to the extent that any regulations or guidance issued under Code Section 409A (after application of the previous provision of this paragraph) would result in the Executive being subject to the payment of interest or any additional tax under Code Section 409A, the Company and the Executive agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Code Section 409A, which amendment shall have the least possible economic effect on the Executive as reasonably determined in good faith by the Company and the Executive; provided however, that the Company and the Executive shall not be required to substitute a cash payment for any non-cash benefit herein. 17.8.2.2. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or action by the Company would subject the Executive to liability for interest or additional taxes benefits that are considered nonqualified deferred compensation under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on 409A upon or following a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment employment, unless such termination constitutes is also a “separation from service” within the meaning of Code Section 409A and the payment thereof prior to a “separation from service” would violate Code Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” 17.8.2.3. For purposes of Code Section 409A, all the Executive's right to receive any installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, this Agreement shall be deemed treated as a right to be receive a series of separate and distinct payments. To the extent any reimbursements or in-kind benefit payments Whenever a payment under this Agreement are ▇▇▇▇▇▇ Medical Technology, Inc. Separation Pay Agreement CONFIDENTIAL specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, as the case may be. 17.8.2.4. With respect to any payment constituting nonqualified deferred compensation subject to Code Section 409A: (A) all expenses or other reimbursements provided herein shall be payable in accordance with the Company's policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such reimbursements expenses were incurred by the Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. 17.8.2.5. If the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit payments that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect provided on the first business day following the date which is the earlier of such six (6)-month period. Any portion A) the expiration of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following measured from the Termination Date date of such “separation from service” of the Executive, and (B) the date of the Executive's death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum on the first business day following the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment schedule established dates specified for them herein.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A409A (and any regulations and guidelines issued thereunder) to the extent this Agreement is subject thereto, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. In no event shall the Company or its affiliates be liable for any interest, tax or penalty imposed on you for a failure to comply with Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if you are deemed on the date of your “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1 (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 your “separation from service” and (ii) the date of your death. Any payments due under this Agreement 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 Company constitute a breach of the Company’s obligations under this Agreement. (c) For all purposes under this Agreement, reference to your “termination of employment” (and corollary terms) with the Company shall be construed to refer to your “separation from service” (as determined under Treas. Reg. Section 1.409A-1 (h), as uniformly applied by the Company) with the Company. (d) For purposes of Section 409A, your 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 Company. Any other provision of this Agreement to the contrarycontrary notwithstanding, in no termination event shall any payment or similar payments benefit under this Agreement that constitutes nonqualified deferred compensation for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A. (e) To the extent that any reimbursement or benefits shall be payable hereunder on account in-kind benefit under this Agreement or under any other reimbursement or in-kind benefit plan or arrangement in which you participate during the term of the Executive's termination of your employment unless such termination constitutes under this Agreement or thereafter provides for a “separation from servicedeferral of compensation” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To (i) the extent any reimbursements 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), (ii) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit, and (iii) 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 calendar year following the calendar year in which the expense was incurred. If the sixty (60)-day period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”), and if there are any payments under this Agreement due to you that are (i) nonqualified deferred compensation subject to Code Section 409A, such reimbursements (ii) conditioned on you signing and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to not revoking the extent necessary Release, and (including retroactivelyiii) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following portion of the Termination Date shall Crossover 60-Day Period that falls within the first year, then such payments will be delayed and paid to in a lump sum during the Executive in accordance with portion of the payment schedule established hereinCrossover 60-Day Period that falls within the second year.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment a Termination unless such termination Termination constitutes a “"separation from service” " within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 19 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month six-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month six-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) To the extent any provision of Payments made pursuant to this Agreement are intended to be exempt from or action by to otherwise comply with the Company would subject the Executive to liability for interest or additional taxes under provisions of Code Section 409A, it shall be deemed null and void, 409A to the extent permitted by law and deemed advisable by the Companyapplicable. It is intended that this Agreement will comply with Code Section 409A, The Program and this Agreement shall be administered accordingly and interpreted and construed on in a basis manner consistent with such this intent. Notwithstanding If the Company determines that any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A409A and this Agreement fails to comply with that section’s requirements, such reimbursements the Company may, at the Company’s sole discretion, and in-kind benefit payments without the Director’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Director shall not be made deemed to have had a Termination unless the Director has incurred a “separation from service” as defined in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv§1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Director’s Termination shall instead be paid on the first business day after the date that is six months following the Director’s Termination (or upon the Director’s death, if earlier). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application For purposes of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 applicable, all payments provided hereunder shall not be construed treated as a guarantee right to a series of any particular tax effect for separate payments and each separately identified amount to which the Executive's benefits Director is entitled under this Agreement shall be treated as a separate payment. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not guarantee represent or warrant that any such benefits this Agreement or the payments provided hereunder will satisfy the provisions of comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code. (b) Notwithstanding any provision of this Agreement Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the contraryDirector (or any other individual claiming a benefit through the Director) for any tax, if interest, or penalties the Executive is determined Director may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to be a Specified Employee as of indemnify or otherwise protect the Termination Date, then, Director from the obligation to the extent required pay any taxes pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.409A.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409Aapplicable, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement notwithstanding anything herein to the contrary, no termination or similar payments or benefits this Agreement and the Awards granted hereunder shall be interpreted in accordance with Section 409A of the Code and U.S. Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding anything herein to the contrary, (i) if the Participant is a “specified employee” (as defined in Section 409A of the Code), Shares deliverable or amounts otherwise payable hereunder on account as a result of the Executive's termination Participant’s Termination shall be delayed for such period of employment unless such termination constitutes time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code and (ii) each delivery of Shares or payment in a “separation from service” within the meaning series of Code Section 409A. For purposes of Code Section 409A, all installment deliveries or payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, hereunder shall be deemed to be a separate paymentspayment for purposes of Section 409A of the Code. While each Award is intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on the Participant as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code). To the extent that any reimbursements or in-kind benefit payments under this Agreement are subject Award constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, any settlement of the Award otherwise scheduled to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended occur prior to the extent necessary sixtieth (including retroactively60th) by day following the Company to avoid Participant’s Termination hereunder, but for the application of taxes or interest under Code Section 409ARelease Condition, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for made until the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Codesixtieth (60th) day. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) To the extent any provision of This Agreement is intended to comply with Code Section 409A and its corresponding regulations, or an exemption, and payments may only be made under this Agreement or action upon an event and in a manner permitted by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall to the extent applicable. Payment of the Incentive Amount under the Agreement is intended to be deemed null and voidexempt from Code Section 409A under the “short-term deferral” exception, to the maximum extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409Aapplicable, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement then under the “separation pay” exception, to the contrary, no termination or similar maximum extent applicable. All payments or benefits shall to be payable hereunder on account of the Executive's made upon a termination of employment unless such termination constitutes under this Agreement may only be made upon a “separation from service” within the meaning of under Code Section 409A. For purposes of Code Section 409A, all the right to a series of installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed treated as a guarantee right to a series of any particular tax effect for separate payments. In no event may the Executive's benefits under this Agreement and , directly or indirectly, designate the Company does not guarantee that any such benefits will satisfy the provisions calendar year of Code Section 409A or any other provision of the Code. (b) a payment. Notwithstanding any provision of anything in this Agreement to the contrary, if required by Code Section 409A, if the Executive is determined considered a “specified employee” for purposes of Code Section 409A and if payment of any amounts under this Agreement is required to be delayed for a Specified Employee as period of the Termination Date, then, to the extent required six months after separation from service pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation payment of such amounts shall be subject to a six (6)-month delay following delayed as required by Code Section 409A, and the Termination Date; and all delayed payments accumulated amounts shall be accumulated and paid in a lump-lump sum payment as within ten days after the end of the first day of six-month period. If the seventh month following Executive dies during the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this postponement period of delay equal prior to the prime rate in effect payment of benefits, the amounts withheld on the first day account of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date Code Section 409A shall be paid to the Executive in accordance with personal representative of the payment schedule established hereinExecutive’s estate within sixty (60) days after the date of the Executive’s death.

Code Section 409A. (a) The provisions in this Section 7 shall apply if the Participant is subject to taxation in the United States. 7.1 To the extent any provision of this Agreement or action by the Company would Performance RSUs constitute “nonqualified deferred compensation” that is subject the Executive to liability for interest or additional taxes under Code Section 409A409A (“NQ Deferred Compensation”), it shall be deemed null and void, any Performance RSUs that are payable upon or with reference to the extent permitted by law and deemed advisable by date that the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement Participant’s Active Service terminates (i) shall not be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to paid unless the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes Participant experiences a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To 409A and (ii) if the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to Participant is a “specified employee” within the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions meaning of Code Section 409A or any other provision on the date of the Code. (b) Notwithstanding any provision of this Agreement to Participant’s separation from service, then the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation Performance RSUs shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of on the first business day of the seventh month following the Termination Date (Participant’s separation from service, or, if earlier, as on the date of the Executive's Participant’s death), with all to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 7.2 This Award and payments being credited made pursuant to this Agreement and the Plan are intended to qualify for an exemption from or comply with interest (compounded monthly) for Code Section 409A. Notwithstanding any other provision in this period of delay equal Agreement and the Plan, the Company, to the prime rate extent it deems necessary or advisable in effect on its sole discretion, reserves the first day of such six (6)-month periodright, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Performance RSUs granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Performance RSUs shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Performance RSUs. Any portion Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the benefits hereunder that were not otherwise due Company based on matters covered by Code Section 409A, including the tax treatment of any amount paid or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to be any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid during or payable under this Agreement. 7.3 Notwithstanding any other provision of the six (6)-month period following Plan, this Agreement or any other agreement between the Termination Date shall be paid Company and the Participant, to the Executive extent this Award constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A, a Change of Control shall not constitute a settlement or distribution event with respect to the Award, or an event that otherwise changes the timing of settlement or distribution of the Award, unless the Change of Control also constitutes an event described in accordance with Section 409A(a)(2)(v) of the payment schedule established hereinCode and the regulations thereto. For the avoidance of doubt, this Section 7.3 shall have no bearing on whether the Award vests pursuant to the terms of the Plan or this Agreement or any agreement between the Company and the Participant.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will shall comply with the provisions of Code Section 409A409A and the Treasury regulations relating thereto so as not to subject the Executive to the payment of interest and penalties under Code Section 409A. In furtherance of this intent, and this Agreement shall be interpreted, operated and administered accordingly and interpreted and construed on by the Company in a basis manner consistent with such intent. Notwithstanding any provision of this Agreement to the contrarythese intentions, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by that any regulations or other guidance issued under Code Section 409A would result in the Company Executive being subject to avoid the application payment of additional income taxes or interest or penalties under Code Section 409A, while maintaining the Company and the Executive agree to amend this Agreement to maintain to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee Agreement while avoiding the application of any particular tax effect for the Executive's benefits such taxes or interest or penalties under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code.409A. (b) Notwithstanding anything to the contrary contained in this Agreement, all reimbursements for costs and expenses under this Agreement shall be paid in no event later than the end of the taxable year following the taxable year in which the Executive incurs such expense. With regard to any provision herein that provides for reimbursement of this Agreement to the contrarycosts and expense or in-kind benefits, if the Executive is determined to be a Specified Employee except as of the Termination Date, then, to the extent required pursuant to permitted by Code Section 409A, payments due under this Agreement that are deemed : (i) the right to be deferred compensation reimbursement or in-kind benefits shall not be subject to a six liquidation or exchange for another benefits and (6)-month delay following ii) the Termination Date; and all delayed payments amount of expenses eligible for reimbursements or in-kind benefit provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. (c) If, under this Agreement, an amount is paid in 2 or more installments, each installment shall be accumulated and paid in treated as a lump-sum separate payment as for purposes of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.Code Section 409A.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination in the event that any delivery of Shares to the Participant is made upon, or similar payments or benefits shall be payable hereunder on account as a result of the Executive's Participant’s termination of employment unless (other than as a result of death), and the Participant is a “specified employee” (as that term is defined under Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the Participant under this Agreement until the date that is the earlier to occur of: (i) the Participant’s death, or (ii) six (6) months and one (1) day following the Participant’s termination of employment (the “Delay Period”). For purposes of applying the provisions of Section 409A, each group of the total Restricted Stock Units granted hereunder that would normally vest on the Initial Vesting Date and each anniversary of the Initial Vesting Date thereafter shall be treated as a separate payment. For purposes of this Agreement, to the extent the Restricted Stock Units (or applicable portion thereof) are subject to the provision of Section 409A, the terms “ceases to be employed”, “termination of employment” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” within the meaning of Code under Section 409A. For purposes Restricted Stock Units are generally intended to be exempt from Section 409A as short-term deferrals and, accordingly, the terms of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, this Agreement shall be deemed construed to be separate paymentspreserve such exemption. To the extent any reimbursements or in-kind benefit payments that Restricted Stock Units granted under this Agreement are subject to Code the requirements of Section 409A, such reimbursements and in-kind benefit payments this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement interpreted and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive administered in accordance with the payment schedule established hereinintent that the Participant not be subject to tax under Section 409A. Neither the Company, any of its Subsidiaries nor any other entity which is a Related Entity, shall be liable to any Participant (or any other individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant might owe as a result of participation in the Plan, and the Company, its Subsidiaries nor any other entity which is a Related Entity shall have no obligation to indemnify or otherwise protect the Participant from the obligation to pay any taxes pursuant to Section 409A, unless otherwise specified.

Code Section 409A. (a) To This Agreement is intended to comply with Section 409A of the extent Code and any ambiguous provisions will be construed in a manner that is compliant with or exempt from the application of Section 409A of the Code. If a provision of this the Agreement or action by would result in the Company would subject the Executive to liability for interest imposition of earlier or additional taxes under Code Section 409A409A of the Code, it the parties agree that such provision shall be deemed null and voidreformed to avoid imposition of such taxes. For purposes of Section 409A of the Code, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and each payment or amount due under this Agreement shall be administered accordingly considered a separate payment, and interpreted and construed on Executive’s entitlement to a basis consistent with such intent. Notwithstanding any provision series of payments under this Agreement is to the contrary, no termination or similar be treated as an entitlement to a series of separate payments or benefits shall be payable hereunder on account of the Executive's and “termination of employment unless such termination constitutes a employment” shall mean Executive’s “separation from service” as defined in Section 1.409A-1(h) of the Final Treasury Regulations promulgated under Section 409A of the Code, including the default presumptions thereof. If (i) Executive is a “specified employee,” as such term is defined in Section 409A of the Code and determined as described below in this Section 7(j), and (ii) any payment due under this Agreement is subject to Section 409A of the Code and is required to be delayed under Section 409A of the Code, that payment shall be paid on the earliest of (A) the first business day that is six months after Executive’s separation from service, (B) the date of Executive’s death or (C) the date that otherwise complies with the requirements of Section 409A of the Code. This Section 7(j) shall be applied by accumulating all payments that otherwise would have been paid within six months of Executive’s separation from service and paying such accumulated amounts on the meaning earliest business day which complies with the requirements of Code Section 409A. 409A of the Code. For purposes of Code Section 409Adetermining the identity of specified employees, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made Board may establish procedures as it deems appropriate in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (ai) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with such intention. To the extent that any provision of in this Agreement is ambiguous as to its compliance with or action by exemption from Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. In accordance with the foregoing intention, the severance payments payable under Section 3 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 severance benefit is 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 would in which such severance benefit is no longer subject the Executive to liability for interest or additional taxes under substantial risk of forfeiture, as determined in accordance with Code Section 409A, it shall 409A and any Treasury Regulations and other guidance issued thereunder. Any right to a series of installment payments pursuant to this Agreement is to be deemed null and voidtreated as a right to a series of separate payments. (ii) Notwithstanding any provision to the contrary in this Agreement, to the extent permitted by law and deemed advisable by that the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are “nonqualified deferred compensation” subject to Code Section 409A, such reimbursements and in-kind benefit payments shall 409A or are intended to be made in accordance with exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-3(i)(1)(iv1.409A-1(b)(9)(iii). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required by Code Section 409A or to satisfy such exception, no amount shall be payable pursuant to Executive unless Executive’s termination of employment constitutes a Separation from Service. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 7(h)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent that any payments or reimbursements provided to Executive under this Agreement are deemed to constitute compensation to Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. (iv) To the extent that the payments or benefits under this Agreement are “non-qualified deferred compensation” subject to Code Section 409A, if the period during which Executive may execute the Release spans two calendar years, the payment of any such payments due under this Agreement that are deemed to be deferred compensation or benefits shall be subject to a six occur (6)-month delay following or commence) on the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as later of (A) January 1 of the first day of the seventh month following the Termination Date second calendar year, or (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthlyB) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive date specified in accordance with the payment schedule established hereinSection 3(a).

Code Section 409A. (a) To extent that the extent Executive would otherwise be entitled to any provision of payment or benefit under this Agreement or action by that constitutes deferred compensation within the Company meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and that if paid during the six months beginning on the date of Executive’s termination of employment would be subject to additional taxes and penalties under Section 409A (“409A Penalties”) because the Executive to liability for interest or additional taxes under Code is a specified employee (within the meaning of Section 409A), it shall be deemed null and voidthen, except to the extent permitted by law and deemed advisable by specifically addressed under a separate plan or arrangement of the Company. It is intended that this Agreement Company or of KCS, the payment will comply with Code be paid to the Executive on the earliest of the six-month anniversary of the termination of employment, a change in ownership or effective control of the Company (within the meaning of Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination ) or similar payments or benefits shall be payable hereunder on account of the Executive's ’s death. In addition, any payment or benefit due upon a termination of employment unless such termination constitutes that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to the Executive only upon a “separation from service” within as defined in Treas. Reg. 1.409A-1(h). To the meaning of Code Section 409A. For purposes of Code Section 409Aextent applicable, all installment payments of deferred compensation each severance payment made hereunder, or pursuant to another plan or arrangement, under this Agreement shall be deemed to be a separate payments. To the extent any reimbursements or in-kind benefit payments payment, and amounts payable under this Agreement are shall be deemed not to be a “deferral of compensation” subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended 409A to the extent necessary provided in the exceptions in Treas. Reg. 1.409A-1(b)(4) (“short- term deferrals”) and (b)(9) (“separation pay plans,” including retroactivelythe exception under subparagraph (iii)) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the other applicable provisions of Code Section 409A or any other provision of the CodeTreas. Reg. 1.409A-1 through 1.409A-6. (b) Notwithstanding Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, subject to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be deferred compensation reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) liquidation or exchange for this period of delay equal another benefit. 8. Attachment A to the prime rate Agreement is hereby deleted and replaced with the new Attachment A attached hereto. Except as otherwise expressly set forth in this Addendum, including Attachment A, the Agreement shall remain unchanged and in full force and effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with its terms. The Parties acknowledge and agree that effective upon the payment schedule established hereindate of the execution of this Addendum, all rights and obligations of KCS as an employer under the Agreement are fully assigned to the Company and the Company accepts and agrees to assume all such rights and obligations and Executive consents to such assignment; provided, however, any obligations and rights of KCS under the Agreement with respect to plans sponsored by KCS and referenced in the Agreement shall remain obligations and rights of KCS.

Code Section 409A. This Restricted Stock Unit is intended to be excepted from coverage under, or compliant with, the provisions of Section 409A of the Code, and the regulations and other guidance promulgated thereunder (a) To “409A”). Notwithstanding the extent foregoing or any provision other provisions of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement Amended Plan to the contrary, if the Executive Restricted Stock Unit is determined subject to the provisions of 409A (and not exempted therefrom), the provisions of this Agreement and the Amended Plan shall be administered, interpreted and construed in a Specified Employee as of the Termination Date, then, manner necessary to comply with 409A (or disregarded to the extent required pursuant such provision cannot be so administered, interpreted or construed). If any payment or benefits hereunder may be deemed to Code Section constitute nonconforming deferred compensation subject to taxation under the provisions of 409A, payments due under the Participant agrees that the Company may, without the consent of the Participant, modify this Agreement to the extent and in the manner the Company deems necessary or advisable in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the meaning of 409A or to provide such payments or benefits in a manner that are deemed to be deferred compensation shall complies with the provisions of 409A such that they will not be subject to a six the imposition of taxes and/or interest thereunder. If, at the time of the Participant’s separation from service (6)-month delay following within the Termination Date; and all delayed payments meaning of 409A), (i) the Participant shall be accumulated a specified employee (within the meaning of 409A and paid using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of 409A) the settlement of which is required to be delayed pursuant to the six-month delay rule set forth in a lump-sum payment as of 409A in order to avoid taxes or penalties under 409A, then the Company shall not settle such amount on the otherwise scheduled settlement date, but shall instead settle it, without interest, on the first business day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all after such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month six-month period. Any portion of Notwithstanding the benefits hereunder foregoing, the Company makes no representation and/or warranties with respect to compliance with 409A, and the Participants recognizes and acknowledges that were not otherwise due to be paid during 409A could potentially impose upon the six (6)-month period following Participant certain taxes and/or interest charges for which the Termination Date Participant is and shall be paid to the Executive in accordance with the payment schedule established hereinremain solely responsible.

Code Section 409A. (a) To the extent Notwithstanding any provision of this Agreement or action to the contrary in the Agreement, if Executive is deemed by the Company would subject at the Executive time of Executive’s Separation from Service to liability be a “specified employee” for interest or additional taxes under Code purposes of Section 409A, it shall be deemed null and void409A(a)(2)(B)(i) of the Code, to the extent permitted by law and deemed advisable by delayed commencement of any portion of the Company. It benefits to which Executive is intended that entitled under this Agreement will comply with is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits 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 or (b) the date of Executive’s death. Upon the first business day following the expiration of the applicable Code Section 409A409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4 shall be paid in a lump sum to Executive, and this any remaining payments due under the Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate paymentspaid as otherwise provided herein. To the extent that any reimbursements or in-kind benefit payments under payable pursuant to this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding , any provision of this Agreement reimbursements payable to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to Executive no later than December 31 of the Executive year following the year in accordance with which the cost was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. For purposes of Section 409A of the Code, Executive’s right to receive the payments of compensation pursuant to the Agreement shall be treated as a right to receive a series of separate payments and accordingly, each payment schedule established hereinshall at all times be considered a separate and distinct payment.

Code Section 409A. (a) To Notwithstanding any other provision in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any provision benefit under this Agreement, it is the general intention of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and voidthat such benefits will, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will practicable, comply with with, or be exempt from, Code Section 409A, and this Agreement shall will, to the extent practicable, be administered accordingly and interpreted and construed on a basis consistent with such intentin accordance therewith. Notwithstanding any provision Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to the contrary, no termination or similar payments or benefits shall apply will not be payable hereunder on account of the Executive's termination of employment permitted unless such termination constitutes a “separation from service” within the meaning of deferrals follow Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To In the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by event that the Company to avoid the application of taxes (or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of successor thereto) has any particular tax effect for the Executive's benefits under this Agreement stock which is publicly traded on an established securities market or otherwise and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee “specified employee” (as of the Termination Date, then, to the extent required pursuant to defined under Code Section 409A), payments due under this Agreement any payment that are is deemed to be deferred compensation shall under Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six (6) months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to a the six (6)-month delay rule, all payments that would have been made to Executive during the six (6) months following the Termination Date; and all delayed payments shall his separation from service that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid in a lump-sum payment as of the first day of to Executive during the seventh (7th) month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the Termination Date (orpurposes herein, if earlier, as the phrase “termination of the Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to employment” or similar phrases will be paid during the six (6)-month period following the Termination Date shall be paid to the Executive interpreted in accordance with the payment schedule established hereinterm “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions will, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement will be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder will be deemed not to comply with Code Section 409A, then neither the Company, the Board, the Committee nor its or their designees or agents will be liable to any participant or other person for actions, decisions or determinations made in good faith.