Common use of Code Section 409A Clause in Contracts

Code Section 409A. All payments that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All payments that may This Agreement shall at all times be made interpreted and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from operated in compliance with Section 409A of the Code Code. The Parties intend that the payments and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit benefits under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to will qualify for any available exceptions from coverage under Code Section 409A and this Agreement shall be interpreted accordingly. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4)contrary, Section 1.409A-1(b)(9(i) or with respect to any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment and benefits under this Agreement may only be made upon to which Code Section 409A applies, all references in this Agreement to the ExecutiveTermination Date or other termination of Employee’s employment are intended to mean Employee’s “separation from service” from the Company (within the meaning of Code Section 409A409A(a)(2)(A)(i), a “Separation from Service”). None of the payments (ii) each payment made under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed treated as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any the right to a series of installment payments pursuant to under this Agreement is to Agreement, including, without limitation, under Section 4, shall be treated as a right to a series of separate payments. , (biii) each such payment that is made within 2-1/2 months following the end of the calendar year that contains the date of the Employee’s Termination Date is intended to be exempt from Code Section 409A as a short-term deferral within the meaning of the final regulations under Code Section 409A, (iv) each such payment that is made later than 2-1/2 months following the end of the calendar year that contains the date of the Employee’s Termination Date is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that is made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Employee is a “specified employee” within the meaning of Code Section 409A at the time of Employee’s separation from service, then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Employee’s separation from service shall not be paid to Employee during such period, but shall instead be accumulated and paid to Employee (or, in the event of Employee’s death, to Employee’s estate) in a lump sum on the first business day after the earlier of the date that is six months following Employee’s separation from service or Employee’s death. To the extent that any payments reimbursements or reimbursements provided in-kind benefits due to the Executive Employee under this Agreement are deemed subject to constitute compensation to Code Section 409A, (i) the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(ivexpenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) would apply, such amounts shall the reimbursement of an eligible expense must be paid or reimbursed reasonably promptly, but not made no later than December 31 the last day of the calendar year following the calendar year in which the expense was incurred. The amount of expenses ; and (iii) the right to reimbursements or in-kind benefits eligible cannot be liquidated or exchanged for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar yearbenefit. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Employee or any other individual to the Company or any of its affiliates.

Code Section 409A. All 10.1 To the extent a payment hereunder is, or shall become, subject to the application of Code Section 409A, the following shall apply: (a) The Corporation may delay payment hereunder only upon such events and conditions as the IRS may permit in generally applicable published regulatory or other guidance under Code Section 409A, including, without limitation, payments that the Corporation reasonably anticipates will be subject to the application of Code Section 162(m), or will violate Federal securities laws or other applicable law; provided that any such delayed payment will be made at the earliest date at which the Corporation reasonably anticipates that the making of the payment would not cause such a violation; (b) The time or schedule of payment hereunder may be made accelerated only upon such events and benefits that conditions as the IRS may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section 409A of the Code and any related regulations permit in generally applicable published regulatory or other pronouncements thereunder (“guidance under Code Section 409A”) and, including, without limitation, payment to a person other than the Executive to the extent not excluded, necessary to fulfill the terms of a domestic relations order (as defined in Code Section 414(p)(1)(B)) or payment of the amount required to be included in income for the Executive as a result of failure of this Agreement at any time to meet the requirements of Code Section 409A. To 409A with respect to the extent permitted under Section 409AExecutive; (c) If, as of the date Executive’s employment terminates, (1) any separate stock of the Corporation is publicly traded on an established securities market or otherwise; and (2) a payment or benefit is payable under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject due to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only which is considered to be made upon the Executive’s a “separation from service” for purposes of the rules under Treasury Regulation Section 1.409A-3(i)(2) (payments to specified employees upon a separation from service); and (3) the Company (within the meaning of Section 409A, Executive is determined to be a “Separation from Service”specified employee” (as determined under Treasury Regulation Section 1.409A-1(i). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), then the payment shall be paid delayed until a date that is six (or provided6) in accordance months after the date Executive’s employment terminates to the extent necessary to comply with the following: requirements of Code Section 409A and related Treasury Regulations; provided, however, that the payments to which the Executive would have been entitled during such six (a6) Notwithstanding anything to the contrary in month period, but for this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof10.1(c), shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be accumulated and paid to the Executive on the first (1st) day of the seventh (7th) month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder employment terminates; and (d) This Agreement is intended to constitute comply with the requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, as in effect from time to time. To the extent a separate payment from each other payment for purposes provision of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is contrary to or fails to address the requirements of Code Section 409A and related Treasury Regulations, this Agreement shall be treated construed and administered as a right necessary to a series of separate payments. (b) To comply with such requirements to the extent that any payments or reimbursements provided to the Executive allowed under applicable Treasury Regulations until this Agreement are deemed is appropriately amended to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, comply with 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar yearrequirements.

Code Section 409A. All payments It is intended that may be made and benefits that may be provided pursuant to any amounts payable under this Agreement are intended to qualify for an exclusion shall be exempt from or shall comply with Section 409A of the Internal Revenue Code of 1986, as amended (including the Treasury regulations and any related regulations or other pronouncements thereunder published guidance relating thereto) (“Section 409A”) and), and the Company’s and your exercise of authority or discretion hereunder shall comply therewith so as not to subject you to the extent not excluded, to meet the requirements payment of any interest or additional tax imposed under Section 409A. To the extent permitted any amount payable to you from the Company, per this Agreement or otherwise, would trigger the additional tax imposed by Section 409A, the payment arrangements shall be modified, in a manner intended to the maximum extent possible to preserve the business arrangements contemplated hereunder, to avoid such additional tax. This provision includes, but is not limited to, a six-month delay in payment of deferred compensation to a “specified employee” (as defined in the Treasury regulations under Section 409A) upon a separation from service, to the extent applicable. To the extent that reimbursements or other in-kind benefits under this Agreement constitute deferred compensation under Section 409A, (i) all 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 you, (ii) any separate payment right to reimbursement or benefit under this Agreement or otherwise in-kind benefits shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent 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 exceptions expenses eligible for reimbursement, or in-kind benefits to be provided, in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning taxable year. For purposes of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the your right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of receive installment payments pursuant to this Agreement is to shall be treated as a right to receive a series of separate and distinct payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All payments To the extent applicable, it is intended that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from and any payment made hereunder shall comply with the requirements of Section 409A of the Code Code, and any related regulations or other pronouncements thereunder guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”) and). 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 not excluded, to meet the requirements of permitted by Code Section 409A. To Without limiting the extent permitted under Section 409A, any separate payment or benefit generality of the foregoing: (i) for all purposes under this Agreement or otherwise shall not be deemed Agreement, reference to Executive’s “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only employment” (and corollary terms) with the Company shall be made upon the construed to refer to Executive’s “separation from service” from (as determined under Treasury Regulation Section 1.409A-1(h), as uniformly applied by the Company Company) with the Company; and (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1ii) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participates during the right to any payment (including the provision term of benefits) hereunder Executive’s employment under this Agreement or thereafter provides for the a “deferral of compensation” within the meaning of Code Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) 409A of the Code. If , (x) 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 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 any shorter time periods provided in any expense reimbursement policy of the Company, any reimbursement or payment of any an expense under such amounts is delayed as a result of plan or arrangement must be made on or before the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first last day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 calendar year following the calendar year in which the expense was incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All payments To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be made and benefits issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to the contrary, in the event that following the effective date of this Agreement, the Company determines that the RSUs may be provided pursuant 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 adopt other policies and procedures (including amendments, policies and procedures with retroactive effect ), or take any other actions, that the Company determines are intended necessary or appropriate to qualify for an exclusion (a) exempt the RSUs from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, and/or preserve the intended tax treatment of the benefits provided with respect to the extent not excludedRSUs, to meet or (b) comply with the requirements of Section 409A. To 409A of the extent permitted under Code and related Department of Treasury guidance; provided, however, that this Section 409A16 shall not create any obligation on the part of the Company or any Related Entity to adopt any such amendment, policy or procedure or take any such other action. For purposes of Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject right to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision a series of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the shall be treated as a right to any payment (including the provision a series of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) separate payments. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, amounts shall be paid to the Executive Participant under this Agreement during the six (6)-month six-month period following the ExecutiveParticipant’s Separation “separation from Service if service” to the extent that the Committee determines that the Participant is a “specified employee” (each within the meaning of Section 409A of the Code) at the time of such separation from service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Code Section 409A(a)(2)(B)(i) of the Code409A(a)(2)(b)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first business day of the seventh month following the date end of Separation from Service such six-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting being subject to such additional taxes), the Company shall pay to the Participant in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent lump-sum all amounts that any payments or reimbursements provided would have otherwise been payable to the Executive Participant during such six-month period under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar yearAgreement.

Code Section 409A. All payments that may be made and benefits that may be provided pursuant to (i) The provisions of Section 5 of this Agreement are not intended to qualify provide for an exclusion 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 applicable, this Agreement 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 in accordance with Section 409A of the Code, on the date of the 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 any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate delayed payment or benefit distribution of all or any portion of such amounts to which Executive is entitled under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject is required in order to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to the Executive during this period shall instead be paid to the Executive in a lump sum on the first day earlier of (A) the seventh month date that is six (6) months following Executive’s Separation from Service, (B) the date of Separation from Service Executive’s death or (or such earlier C) the earliest date upon which such amount can be paid as is permitted under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death)Code. Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment Any remaining payments pursuant to this due under the Agreement is to shall be treated paid as a right to a series of separate paymentsotherwise provided herein. (biii) 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 or reimbursements provided to the Executive payable under this Agreement are deemed shall be subject to constitute compensation to an “additional tax” as defined in Section 409A(a)(1)(B) of the Executive to which Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts and shall be paid on or reimbursed reasonably promptly, but not later than December 31 before the last day of the Executive’s taxable year following the taxable year in which Executive incurred the expense was incurredexpenses. The amount of expenses reimbursed or in-kind benefits eligible for reimbursement, payment or provision during a calendar payable in one year shall not affect the expenses or benefits amount eligible for reimbursement, payment reimbursement or provision in-kind benefits payable in any other calendar yeartaxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. All payments (i) It is the intent of the parties that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet compliant with the requirements of Code Section 409A. To Notwithstanding the extent permitted under foregoing, neither the Employer, its Affiliates nor any of their respective directors, officers, employees or advisors shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a result of the application of Code Section 409A409A. (ii) Notwithstanding anything in this Agreement to the contrary, any separate payment severance payments due hereunder, and any other amount or benefit under this Agreement or otherwise shall not be deemed that would constitute non-exempt “nonqualified deferred compensation” subject to for purposes of Code Section 409A and that would otherwise be payable or distributable hereunder by reason of Executive’s termination of employment, will not be payable or distributable to Executive unless the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject circumstances giving rise to Section 409A to be made upon a such termination of employment under this Agreement may only be made upon the Executive’s meet any description or definition of “separation from service” from the Company (within the meaning of Code Section 409A. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date on which an event occurs that constitutes a Code Section 409A, a -compliant “Separation separation from Serviceservice.”). None of the (iii) Executive’s right to receive any installment payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance salary continuation payments or benefits payable under Section 5 hereoffollowing Executive’s Separation, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to receive a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Code 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.409A.

Code Section 409A. All payments (a) The Parties agree that may be made and benefits that may be provided pursuant to this Agreement are intended and the benefits and rights to qualify for an exclusion from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments which Employee could become entitled under this Agreement are intended to be exempt from or, to the extent applicable, comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations and other guidance issued thereunder (collectively, “Code Section 409A”), and all provisions of this Agreement shall be interpreted, construed and administered in a manner consistent with this intent and the requirements for avoiding taxes or penalties under Code Section 409A. For purposes of this Agreement, phrases similar to “terminate employment” mean the date Employee ceases to be an employee of the Company and all members of the Company’s “controlled group of corporations” as described in Treasury Regulation Section 1.409A-1(h)(3). Notwithstanding the preceding sentence, Employee must incur a “separation from service” with the Company as that term is defined in Code Section 409A(a)(2)(A)(i) of the and in Treasury Regulation Section 1.409A-1(h), to terminate employment under this Agreement and receive Severance Pay. Further, for purposes of Code Section 409A, any installment payments or benefits provided under this Agreement shall be treated as separate payments. If Employee or the Company believes, at any time, that any benefit or right to which Employee could become entitled under this Agreement is not exempt from Code Section 409A and does not comply with Code Section 409A, Employee or the Company shall promptly advise the other Party and shall negotiate reasonably and in good faith to amend the terms of such arrangement such that it complies (with the most limited possible economic effect on Employee or the Company). In addition, the Company shall not take any action that would expose any payment or benefit to Employee under this Agreement or under any plan, arrangement or other agreement to the additional tax imposed under Code Section 409A, unless (i) the Company is obligated to take the action under an agreement, plan or arrangement to which Employee is a party; (ii) the Company advises Employee in writing that the action may result in the inclusion imposition of the additional tax; and (iii) Employee subsequently requests the action in Executive's federal gross income on account a writing that acknowledges that Employee shall be responsible for any effect of a failure the action under Code Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, 409A. In no event whatsoever will the Company does not representbe liable for any additional tax, warrant interest, or guarantee that any payments penalties that may be imposed on Employee under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) To the extent any reimbursement of costs and expenses provided for under this Agreement constitutes taxable income to Employee for Federal income tax purposes, all such reimbursements shall be made no later than December 31 of the calendar year following the calendar year in which the expenses to be reimbursed are incurred. Further, notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement will does not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the constitute a “deferral of compensation” within the meaning of Code Section 409A(d)(1), 409A: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee in any other calendar year; and (ii) the right to payment shall or reimbursement or in-kind benefits hereunder may not be paid (liquidated or provided) in accordance with the following:exchanged for any other benefit. (ac) Notwithstanding anything in this Agreement to the contrary contrary, if Employee is a “specified employee” as defined in this Agreement, no compensation or benefits, including without limitation Code Section 409A and the deferral of the commencement of any severance payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) 409A of the Code. If , then the Company will defer the commencement of the payment of any such amounts is delayed as a result of the previous sentence, then the amount of payments or benefits hereunder (without any payment that would otherwise be reduction in such payments or benefits ultimately paid or provided to the Executive during this period shall instead be paid to the Executive on Employee) until the first business day of the seventh month following the date of Separation from Service the Employee’s termination of employment (or such earlier the earliest date upon which such amount can be paid as is permitted under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s deathCode). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (bd) To In the event that any changes are made to Code Section 409A or to the Treasury Regulations or other guidance issued thereunder, this Section 7.10 shall be deemed amended to the extent that any payments or reimbursements provided necessary to the Executive under cause this Agreement are deemed to constitute compensation comply with such changes to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid law or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurredguidance. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.[Signature page follows]

Code Section 409A. All payments that may This Agreement shall at all times be made interpreted and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from operated in compliance with Section 409A of the Code Code. The parties intend that the payments and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit benefits under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to will qualify for any available exceptions from coverage under Code Section 409A and this Agreement shall be interpreted accordingly. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4)contrary, Section 1.409A-1(b)(9(i) or with respect to any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment and benefits under this Agreement may only be made upon to which Code Section 409A applies, all references in this Agreement to the Termination Date or other termination of Executive’s employment are intended to mean Executive’s “separation from service” from the Company (within the meaning of Code Section 409A409A(a)(2)(A)(i), a “Separation from Service”). None of the payments (ii) each payment made under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed treated as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any the right to a series of installment payments pursuant to under this Agreement is to Agreement, including, without limitation, under Section 9(a), shall be treated as a right to a series of separate payments. , (biii) each such payment that is made within 2-1/2 months following the end of the calendar year that contains the date of the Executive’s Termination Date is intended to be exempt from Code Section 409A as a short-term deferral within the meaning of the final regulations under Code Section 409A, (iv) each such payment that is made later than 2-1/2 months following the end of the calendar year that contains the date of the Executive’s Termination Date is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that is made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s separation from service shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive (or, in the event of Executive’s death, to Executive’s estate) in a lump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service or Executive’s death. To the extent that any payments reimbursements or reimbursements provided in-kind benefits due to the Executive under this Agreement are deemed subject to constitute compensation to Code Section 409A, (i) the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(ivexpenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) would apply, such amounts shall the reimbursement of an eligible expense must be paid or reimbursed reasonably promptly, but not made no later than December 31 the last day of the calendar year following the calendar year in which the expense was incurred. The amount of expenses ; and (iii) the right to reimbursements or in-kind benefits eligible cannot be liquidated or exchanged for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.benefit. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Executive or any other individual to the Company or any of its Affiliates

Code Section 409A. All payments (a) It is the intention of Company and Executive that may be made and benefits that may be provided pursuant to the provisions of this Agreement are intended to qualify for an exclusion from comply with Section 409A of the Code and any related the rules, regulations or and other pronouncements authorities promulgated thereunder (including the transition rules thereof) (collectively, “Section 409A”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with 409A. (b) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Executive is a “specified employee,” as defined in Section 409A409A(a)(2)(B)(i) of the Code and as determined in good faith by Company, notwithstanding the timing of payment provided in any separate payment other Section of this Agreement, no payment, distribution or benefit under this Agreement or otherwise shall not be deemed “nonqualified that constitutes a distribution of deferred compensation” subject to Section 409A to compensation (within the extent provided in the exceptions in meaning of Treasury Regulation Section 1.409A-1(b)(41.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions that would otherwise be payable during the six-month period after separation from service will be made during such six-month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six-month period. (c) In the event that Company determines that any provision of this Agreement does not comply with 409A, Company will be entitled (but will have no obligation) without Executive’s consent, to amend or modify such provision to comply with 409A; provided, however, that such amendment or modification will, to the greatest extent commercially practicable, maintain the economic value to Executive of such provision. (d) For purposes of 409A, each installment of Severance Pay under Sections 1.1(a), 1.3(a) and 1.4(a) will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-1(b)(91.409A-2(b)(2)(iii). (e) or Except as permitted by Section 409A, the continued benefits provided to Executive pursuant to this Agreement during any calendar year will not affect the continued benefits provided to Executive in any other applicable exception calendar year, and the amount of any costs of purchasing benefits reimbursed pursuant to this Agreement shall be paid to Executive no later than the last day of the calendar year following the calendar year in which such costs are incurred by Executive. (f) Neither Executive nor any creditor or provision beneficiary of Section 409A. All payments of nonqualified Executive will have the right to subject any deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments ) payable under this Agreement are intended to result in the inclusion in Executive's federal gross income on account or under any other plan, policy, arrangement or agreement of a failure under Section 409A(a)(1). The parties intend to administer and interpret or with Company or any affiliate thereof (this Agreement to carry out and such intentions. Howeverother plans, policies, arrangements and agreements, the “Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1Plans”) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted by Section 409A, any deferred compensation (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1)409A) payable to or for the benefit of Executive under any Company Plan may not be reduced by, the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything offset against, any amount owing by Executive to the contrary in this Agreement, no compensation Company or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate paymentsaffiliate thereof. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All payments that may be made (a) This Agreement is intended to comply with Section 409A of the Code to the extent any payment hereunder constitutes nonqualified deferred compensation under Section 409A of the Code. (b) The Company shall undertake to administer, interpret, and benefits that may be provided pursuant to construe this Agreement are intended to qualify for an exclusion from in a manner that does not result in the imposition on the Employee of any additional tax, penalty, or interest under Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to comply with Code Section 409A to the extent provided it is applicable and any term (whether or not defined herein) shall have the meaning required of such term in Code Section 409A to the exceptions extent it is applicable. (c) If the Company determines in Treasury Regulation good faith that any provision of this Agreement would cause the Employee to incur an additional tax, penalty, or interest under Section 1.409A-1(b)(4)409A of the Code, the Board of Directors of the Company (or its delegate) in its sole discretion may reform such provision, if possible, to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 1.409A-1(b)(9409A of the Code or causing the imposition of such additional tax, penalty, or interest under Section 409A of the Code. (d) The preceding provisions, however, shall not be construed as a guarantee by or responsibility of the Company, or any of its subsidiaries or affiliates, or any of the directors, officers, employees or agents of any of the foregoing of any particular tax effect or consequences to the Employee under this Agreement. The Company shall not be liable to the Employee for any payment made under this Agreement that is determined to result in an additional tax, penalty, or interest under 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. (e) With respect to any reimbursement of expenses of the Employee, as specified under this Agreement, such reimbursement of expenses shall be subject to the following conditions: (1) the expenses eligible for reimbursement in one taxable year shall not affect the expenses eligible for reimbursement in any other applicable exception taxable year; (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 shall not be subject to liquidation or provision exchange for another benefit. (f) “Termination of Section 409A. All employment,” “resignation,” or words of similar import, as used in this Agreement means, for purposes of any payments under this Agreement that are payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the ExecutiveCode, the Employee’s “separation from service” from as defined in Section 409A of the Company Code. (within g) If the meaning of Section 409A, Employee is a “Separation from Service”). None specified employee” as such term is defined under Section 409A of the payments Code on the date of the Employee’s termination of employment and if the benefit to be provided under Section 3(d) or (e) of this Agreement or otherwise under this Agreement are intended is subject to result in Section 409A of the inclusion in Executive's federal gross income Code and is payable on account of a failure under Section 409A(a)(1). The parties intend to administer termination of employment, payment in respect of such benefit shall not commence until the first business day that is six months after the Employee’s termination date and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall otherwise be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary as provided in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to . (h) For the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Code Section 1.409A-2(b)(2)409A, and any the right to a series of installment payments pursuant to under this Agreement is to shall be treated as a right to a series of separate payments. (b) To payments but only to the extent that any payments or reimbursements provided to the Executive such treatment is permitted under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Code 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.409A.

Code Section 409A. All payments that may be made The time and benefits that may be provided pursuant to this Agreement are form of payment of the Performance Units is intended to qualify for an exclusion from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet comply with the requirements of Section 409A and this Agreement shall be interpreted in accordance with Section 409A. To Accordingly, no acceleration or deferral of any payment shall be permitted if it would cause the extent permitted under payment of the Performance Units to violate Section 409A409A. In addition, notwithstanding any separate payment provision herein to the contrary, in the event that following the Grant Date, the Committee determines that it may be necessary or benefit under appropriate to do so, the Committee may adopt such amendments to the Plan, Program and/or this Agreement or otherwise adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (a) exempt the Plan, Program and/or the Performance Units from the application of Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to this Award, or (b) comply with the requirements of Section 409A; provided, however, that this paragraph shall not be deemed “nonqualified deferred compensation” subject create an obligation on the part of the Committee to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4)adopt any such amendment, Section 1.409A-1(b)(9) policy or procedure or take any such other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to action. No payment hereunder shall be made upon a termination of employment under this Agreement may only be made upon to you during the Executive’s six (6)-month period following your “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if Company determines that paying such amounts amount at the time or times indicated in this Agreement set forth herein would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code). If the payment of any such amounts is delayed as a result of the previous sentence, then within thirty (30) days following the amount end of any payment such six (6)-month period (or, if earlier, your death), the Company shall pay to you (or to your estate) the cumulative amounts that would have otherwise be paid been payable to the Executive you during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A period, without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate paymentsinterest. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All It is intended that any income or payments that may be made and benefits that may be to Executive provided pursuant to this Agreement are intended or other agreements or arrangements contemplated by this Agreement (including, without limitation, the award agreements relating to qualify for an exclusion from the Initial Grant, Inducement Grant, and Signing Bonus Grant) (any such income or payments being referred to as “Payments”) will not be subject to the additional tax and interest under Section 409A (a “Section 409A Tax”). The provisions of the Code Agreement and such other agreements or arrangements will be interpreted and construed in favor of complying with any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the applicable requirements of Section 409A. To 409A necessary in order to avoid the extent permitted under imposition of a Section 409A Tax. The Company, Employee Group and Executive agree to amend (including retroactively) the Agreement and any such other agreements or arrangements in order to comply with Section 409A, including amending to facilitate the ability of Executive to avoid the imposition of, or reduce the amount of, any separate Section 409A Tax. The Company, Employee Group and Executive shall reasonably cooperate to provide full effect to this provision and the consent to any amendment described in the preceding sentence shall not be unreasonably withheld by either party. Notwithstanding the foregoing, if any Payments due or made to Executive after his Date of Termination are subject to a Section 409A Tax, then Executive shall be entitled to receive a gross-up payment (a “Section 409A Gross-Up Payment”) in an amount equal to (A) the Section 409A Tax on any such Payments, plus (B) any federal, state, and local income taxes and penalties, employment taxes (including FICA) or benefit under other taxes payable by Executive with respect to the Section 409A Gross-Up Payment, in order to put Executive in the same position he would have been in if the Section 409A Tax provisions of Section 409A did not apply; provided, however, that the Company and the Employee Group shall only be responsible to make a Section 409A Gross Up Payment with respect to the Section 409A Tax on Payments made (i) in contravention of the terms of this Agreement or otherwise other agreements or arrangements contemplated by this Agreement as in effect on the Date of Termination or (ii) in contravention or violation of any Section 409A guidance or authority that is promulgated or effective after the Date of Termination; further provided, that the Company and Employee Group shall not be deemed “nonqualified deferred compensation” subject responsible to make a Section 409A Gross-Up Payment with respect to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A Tax on the Payments if after a reasonable request by the Company or Employee Group to be made upon a termination Executive, Executive refuses or fails to make an election to alter the form and/or timing of employment under any Payment (including by amending this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under or other agreements or arrangements contemplated by this Agreement are intended pursuant to this Section 6.15) that could reasonably be expected to result in the inclusion in Executive's federal gross income on account avoidance of a failure under any amount of Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, 409A Tax while minimizing (to the extent that reasonably practicable) the right delay in such Payment to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All payments To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be made and benefits issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to the contrary, in the event that following the effective date of this Agreement, the Company determines that the RSUs may be provided pursuant 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 adopt other policies and procedures (including amendments, policies and procedures with retroactive effect ), or take any other actions, that the Company determines are intended necessary or appropriate to qualify for an exclusion (a) exempt the RSUs from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, and/or preserve the intended tax treatment of the benefits provided with respect to the extent not excludedRSUs, to meet or (b) comply with the requirements of Section 409A. To 409A of the extent permitted under Code and related Department of Treasury guidance; provided, however, that this Section 409A16 shall not create any obligation on the part of the Company 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 separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject right to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision a series of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the shall be treated as a right to any payment (including the provision a series of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) separate payments. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, amounts shall be paid to the Executive Participant under this Agreement during the six (6)-month six-month period following the ExecutiveParticipant’s Separation “separation from Service if service” to the extent that the Administrator determines that the Participant is a “specified employee” (each within the meaning of Section 409A of the Code) at the time of such separation from service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Code Section 409A(a)(2)(B)(i) of the Code409A(a)(2)(b)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first business day of the seventh month following the date end of Separation from Service such six-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting being subject to such additional taxes), the Company shall pay to the Participant in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent lump-sum all amounts that any payments or reimbursements provided would have otherwise been payable to the Executive Participant during such six-month period under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar yearAgreement.

Code Section 409A. All payments The parties intend that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any related such regulations or other pronouncements thereunder (guidance that may be issued after the date hereof, “Section 409A”) andto the maximum extent possible. However, to the extent not excluded, that the PSUs (or any portion thereof) may be subject to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under the parties intend that this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under and this Agreement may only shall be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409Ainterpreted, operated and administered in a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out manner consistent with such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulationintent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the PSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent that necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the right to any payment (including the provision of benefits) hereunder provides for the PSUs unless such termination constitutes a “deferral of compensationseparation from service” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything 409A. Each amount to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including this Agreement shall be construed as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other separately identified payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)409A. In addition, and any right notwithstanding anything herein to the contrary, if upon termination of employment, a series of installment payments pursuant to this Agreement Participant is deemed to be treated as a right “specified employee” within the meaning of that term under Section 409A, then, to a series of separate payments. (b) To the extent the settlement of the PSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation is not exempt from Section 1.409A-3(i)(1)(iv) would apply409A, such amounts settlement shall be paid or reimbursed reasonably promptly, but not later than December 31 delayed until the date that is the earlier of (i) the expiration of the year following six-month period measured from the year in which date of such “separation from service” or (ii) the expense was incurred. The amount date of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar yearParticipant’s death.

Code Section 409A. All payments Notwithstanding any other provision in this Agreement to the contrary, if and to the extent that may Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Company that such benefits shall, to the extent practicable, comply with, or be made exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits that may be provided distributable pursuant to this Agreement that are intended to qualify for an exclusion otherwise exempt from Code Section 409A of the in a manner that would cause Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, 409A to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise apply shall not be deemed permitted unless such deferrals are in compliance with Code Section 409A. In the event that the Company (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “nonqualified deferred compensationspecified employee” subject to (as defined under Code Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4409A), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified payment that is deemed to be deferred compensation subject to 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 the six-month delay rule, all payments that would have been made to Executive during the six months following his separation from service that are not otherwise exempt from Code Section 409A, 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 under this Agreement may only employment” or similar phrases will be made upon interpreted in accordance with the Executive’s term “separation from service” from as defined under Code Section 409A if and to the Company extent required under Code Section 409A. Further, (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result i) in the inclusion in Executive's federal gross income on account of a failure under event that Code Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee 409A requires that any payments that may 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 pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision 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 right Company, the Board, the Committee nor its or their designees or agents shall be liable to any payment (including the provision of benefits) hereunder provides participant or other person for the “deferral of compensation” within the meaning of Section 409A(d)(1)actions, the payment shall be paid (decisions or provided) determinations made in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate paymentsgood faith. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All If the Company (or, if applicable, the successor entity thereto) determines that the payments that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from under the Plan (the “Plan Payments”) constitute “deferred compensation” under Code Section 409A (together, with any state law of the Code and any related regulations or other pronouncements thereunder (similar effect, “Section 409A”) andand an Eligible Employee is a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent not excluded, necessary to meet avoid the requirements incurrence of Section 409A. To the extent permitted adverse personal tax consequences under Section 409A, any separate payment or benefit under this Agreement or otherwise the timing of the Plan Payments shall not be deemed “nonqualified deferred compensation” subject delayed as follows: on the earliest to Section 409A to occur of (1) the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon date that is six months and one day after a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from (as such term is defined in Section 1.409A-1(h) of the Treasury Regulations), and (2) the date of the Eligible Employee’s death (such earliest date, the “Delayed Initial Payment Date”), and the Company (within or the meaning of Section 409Asuccessor entity thereto, as applicable) shall then (i) pay to the Eligible Employee a “Separation from Service”). None lump sum amount equal to the sum of the payments under this Agreement are intended to result in Plan Payments that the inclusion in Executive's federal gross income on account Eligible Employee would otherwise have received through the Delayed Initial Payment Date if the commencement of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does payment of the Plan Payments had not represent, warrant or guarantee that any payments that may be made been delayed pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(13(e) or any similar state statute or regulation. Notwithstanding any other provision and (ii) commence paying the balance of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) Plan Payments in accordance with the following: (a) Notwithstanding anything applicable payment schedules set forth in on Appendix A. Prior to the contrary in this Agreementimposition of any delay on the Plan Payments as set forth above, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six it is intended that (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(iA) each installment of the Code. If the payment of any such amounts is delayed Plan Payments provided in Appendix A be regarded as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment “payment” for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(21.409A-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 any right to a series (C) the Plan Payments consisting of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided COBRA premiums also satisfy, to the Executive greatest extent possible, the exemption from the application of Section 409A provided under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Regulations 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year1.409A-1(b)(9)(v).

Code Section 409A. All payments that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments of the terms and conditions contained herein which were modified by this amendment constitute an amendment or reimbursements provided modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the Executive 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 other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the 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 required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to constitute be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from 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 and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the Executive prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts be paid during the six-month period following the termination shall be paid or reimbursed reasonably promptly, but not later than December 31 of to the year following Employee in accordance with the year in which the expense was incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar yearschedule established herein.

Code Section 409A. All payments that may be made and benefits that may be provided pursuant to Notwithstanding any provisions of this Agreement are intended to qualify for an exclusion from the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Code and any related temporary, proposed or final regulations or other pronouncements thereunder (together, “Section 409A”) and, to at the extent not excluded, to meet the requirements time of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409Atermination, a “Separation from Service”). None of the and any severance payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides any benefits which provide for the a “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall 409A) to be paid (or provided) in accordance with the following: (a) Notwithstanding anything made to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall will not be paid or reimbursed reasonably promptly, but not later than December 31 provided in full by March 15 of the year following the year in which Executive’s “separation from service” (within the expense was incurredmeaning of Section 409A) occurs, then 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 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 if additional guidance is released after the date of this Agreement or, if no such guidance is released, Executive’s annual rate of pay shall be deemed to be 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 amount intent of expenses or benefits eligible this Agreement is for reimbursementall payments made hereunder to comply with the requirements of Section 409A; to the extent any terms of this Agreement are ambiguous, payment or provision during a calendar year such terms shall not affect the expenses or benefits eligible for reimbursement, payment or provision be interpreted in any other calendar yearaccordance with such intent.

Code Section 409A. All payments It is intended that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section 409A all of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) andpayments satisfy, to the greatest extent not excludedpossible, to meet the requirements exemptions from the application of Code Section 409A. To the extent permitted 409A provided under Section 409ATreasury Regulations Sections 1.409A-1(b)(4), any separate payment or benefit under 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement or otherwise shall not will be deemed “nonqualified deferred compensation” subject construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A to the extent provided in the exceptions in (including, without limitation, for purposes of Treasury Regulation Section 1.409A-1(b)(41.409A-2(b)(2)(iii)), Section 1.409A-1(b)(9) or the Employee’s right to receive any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the installment payments under this Agreement are intended (whether severance payments, reimbursements or otherwise) will be treated as a right to result in the inclusion in Executive's federal gross income on account receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a failure under Section 409A(a)(1). The parties intend to administer separate and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulationdistinct payment. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefitsif the Employee is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), including without limitation and if any severance of the payments or benefits payable set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 5 hereof409A, shall such payments will not be paid provided to the Executive during Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the Executive’s Separation from Service if paying expiration of such amounts at the time or times indicated in this Agreement would be a prohibited distribution under applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any remaining Payments due will be paid as otherwise provided herein or in the applicable agreement. No interest will be due on any amounts so deferred. Notwithstanding any other provision herein to the contrary, in the event of any ambiguity in the Code. If terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, or the payment of any such amounts is delayed as a result of the previous sentenceincreased taxes, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (excise taxes or such earlier date upon which such amount can be paid other penalties under Code Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment 409A. The parties intend all payments and benefits hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series in compliance with Code Section 409A. [Remainder of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.page intentionally blank; signature page follows]

Code Section 409A. All payments (a) To the extent that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section 409A any 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 and any related regulations or other pronouncements thereunder (“Section 409A”) and), 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 excluded, to meet subject Executive to the requirements payment of additional taxes and interest under Code Section 409A. To the extent permitted under Section 409AIn furtherance of this intent, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided interpreted, operated and administered in the exceptions in Treasury Regulation Section 1.409A-1(b)(4)a manner consistent with these intentions, Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that any regulations or other guidance issued under Code Section 409A would result in the right Executive being subject to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of additional income taxes or interest under Code Section 409A(d)(1)409A, the payment shall be paid (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 provided) in accordance with the following:interest under Code Section 409A. (ac) Notwithstanding anything 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 required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Executive’s separation from 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 and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Executive) with all such delayed payments being credited with interest (compounded monthly) for this Agreement, no compensation or benefits, including without limitation any severance payments or period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits payable under Section 5 hereof, hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If accordance with the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate paymentsschedule established herein. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All payments that may For purposes of this Agreement, a termination of employment will be made and benefits that may be provided pursuant determined consistent with the rules relating to this Agreement are intended to qualify for an exclusion a “separation from service” as defined in Section 409A of the Code and any related the regulations or other pronouncements thereunder (“Section 409A”) and). Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Executive’s termination of employment constitute deferred compensation subject to Section 409A, and Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not excludedbe 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 meet the requirements 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 that 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 permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s classified as a “separation from serviceshort-term deferral” from the Company (within the meaning of Section 409A, such payment shall be deemed a “Separation short-term deferral, even if it may also qualify for an exemption from Service”). None Section 409A under another provision of the payments under Section 409A. Payments pursuant to this Agreement section are intended to result in constitute separate payments for purposes of Section 1.409A-2(b)(2) of the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1)Treasury Regulations. The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this AgreementExcept as otherwise expressly provided herein, to the extent that the right to any payment (including expense reimbursement or the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable in-kind benefit under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would is determined to be a prohibited distribution under subject to Section 409A(a)(2)(B)(i) 409A of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or the provision during a of any in-kind benefit, in one calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision 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 last day of the calendar yearyear 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 liquidation or exchange for another benefit.

Code Section 409A. All payments (a) To the extent that may be made any of the terms and benefits that may be provided pursuant to this Agreement are intended to qualify for conditions contained herein which were modified by Amendment Number 1 (the “Amendment”) constitute an exclusion from amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A of (and the guidance issued thereunder) (collectively referred to herein as “Code and any related regulations or other pronouncements thereunder (“Section 409A”) and)), then to the extent not excludednecessary under the transitional guidance under Internal Revenue Service Notice 2007-86, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of 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 other guidance issued under Code Section 409A would result in the right Executive being subject to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of additional income taxes or interest under Code Section 409A(d)(1)409A, the payment shall be paid (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 provided) in accordance with the following:interest under Code Section 409A. (ac) Notwithstanding anything 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 required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Executive’s separation from 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 and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Executive) with all such delayed payments being credited with interest (compounded monthly) for this Agreement, no compensation or benefits, including without limitation any severance payments or period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits payable under Section 5 hereof, hereunder that were not otherwise due to be paid during the six-month period following the 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 six (6)-month identification period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period he shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series Specified Employee for purposes of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to during the 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 12-month period that begins on the year April 1 following the year in which 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 expense was incurred. The amount of expenses or benefits eligible Bank for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other particular calendar year.” All other terms and conditions of the Agreement remain in full force and effect.

Code Section 409A. All payments With respect to U.S. taxpayers, it is intended that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section the terms of the PSU Award will comply with the provisions of section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, the Treasury Regulations relating thereto so as not to subject the Participant to the extent not excludedpayment of additional taxes and interest under section 409A of the Code, and this Agreement will be interpreted, operated and administered in a manner that is consistent with this intent. In furtherance of this intent, the Committee may adopt such amendments to meet this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, in each case, without the consent of the Participant, that the Committee determines are reasonable, necessary or appropriate to comply with the requirements of Section 409A. To section 409A of the extent permitted under Section 409ACode and related U.S. Department of Treasury guidance. For purposes of this PSU Award, any separate payment each amount to be paid or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon provided shall be construed as a termination separate identified payment for purposes of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None section 409A of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulationCode. Notwithstanding any other provision of this Agreement, in the Plan to the extent that contrary, if the right to any payment (including the provision of benefits) hereunder provides for the Participant is a “deferral of compensationspecified employee” within the meaning of section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section 409A(d)(1)409A of the Code, the payment Participant shall not be paid entitled to any payments upon the Participant’s Termination of Service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of the Participant’s separation from service or provided(ii) the date of the Participant’s death. Upon the expiration of the applicable waiting period set forth in accordance with the following: preceding sentence, all payments and benefits deferred pursuant to this Section 22 (awhether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during Participant in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this PSU Award will be paid in accordance with the six normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to the Participant on account of an PSU Award’s failure to (6)-month period following the Executive’s Separation from Service if paying such amounts at the time i) qualify for favorable U.S. or times indicated in this Agreement would be a prohibited distribution foreign tax treatment or (ii) avoid adverse tax treatment under Section 409A(a)(2)(B)(i) U.S. or foreign law, including, without limitation, section 409A of the Code. If In that light, the payment of any such amounts Company makes no representation or covenant to ensure that this PSU Award is delayed as a result (or that PSU awards generally are) intended to be exempt from, or compliant with, section 409A of the previous sentence, then Code are not so exempt or compliant or for any action taken by the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate paymentsCommittee with respect thereto. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All payments Notwithstanding any other provision in this Agreement to the contrary, if and to the extent that may Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that such benefits shall, to the extent practicable, comply with, or be made exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits that may be provided distributable pursuant to this Agreement that are intended to qualify for an exclusion otherwise exempt from Code Section 409A of the in a manner that would cause Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, 409A to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise apply shall not be deemed permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “nonqualified deferred compensationspecified employee” subject to (as defined under Code Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4409A), Section 1.409A-1(b)(9) or any other applicable exception or provision payment of Section 409A. All payments of nonqualified deferred compensation subject to Code Section 409A to be made to 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 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 under this Agreement may only employment” or similar phrases will be made upon interpreted in accordance with the Executive’s term “separation from service” from as defined under Code Section 409A if and to the Company (within the meaning of extent required under Code Section 409A, a “Separation from Service”). None of the 409A. Whenever payments under this the Agreement are intended to result 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 inclusion in Executive's federal gross income on account of a failure under event that Code Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee 409A requires that any payments that may 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 pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision 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 right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1)Corporation, its Subsidiaries, the payment Board, the Compensation Committee, nor its or their designees or agents shall be paid (liable to Executive or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar yearperson for actions, decisions, or determinations made in good faith.

Code Section 409A. All payments that may be made and benefits that may be provided pursuant to this (i) This Agreement are is not intended to qualify provide for an exclusion from 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 related Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations or and other pronouncements thereunder (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”) and409A of the Code. Notwithstanding anything herein to the contrary, to the extent not excluded, any payments to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment Executive pursuant to Sections 4(b)(ii) or benefit under this Agreement or otherwise shall not be deemed 4(b)(iv) constitute “nonqualified non-qualified deferred compensation” subject to Section 409A of the Code or are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), then, to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to required by Section 409A of the Code or to satisfy such exception, no amount shall be made upon a payable pursuant to such sections unless Executive’s termination of employment under this Agreement may only be made upon the Executive’s constitutes a “separation from service” from with the Company (within the meaning of as such term is defined in Treasury Regulation Section 409A, 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”). None . (ii) If Executive is a “specified employee” (as defined in Section 409A of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1Code). The parties intend to administer and interpret this Agreement to carry out such intentions. However, as determined by the Company does not representin accordance with Section 409A of the Code, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in on the date of Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement’s Separation from Service, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under this Agreement constitute “non-qualified deferred compensation” subject to Section 5 hereof, shall be paid to 409A of the Executive during Code and the six (6)-month period following the Executive’s Separation from Service if paying delayed payment or distribution of all or any portion of such amounts at the time or times indicated in to which Executive is entitled under this Agreement would be is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise such portion deferred pursuant to this Section 10(o)(ii) shall be paid or distributed to the Executive during this period shall instead be paid to the Executive in a lump sum on the first day earlier of (A) the seventh month date that is six (6) months following Executive’s Separation from Service, (B) the date of Separation from Service Executive’s death or (or such earlier C) the earliest date upon which such amount can be paid as is permitted under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death)Code. Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment Any remaining payments pursuant to this due under the Agreement is to shall be treated paid as a right to a series of separate paymentsotherwise provided herein. (biii) 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 or reimbursements provided to the Executive payable under this Agreement are deemed shall be subject to constitute compensation to an “additional tax” as defined in Section 409A(a)(1)(B) of the Executive to which Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts and shall be paid on or reimbursed reasonably promptly, but not later than December 31 before the last day of the Executive’s taxable year following the taxable year in which Executive incurred the expense was incurredexpenses. The amount of expenses reimbursed or in-kind benefits eligible for reimbursement, payment or provision payable during a calendar any taxable year of Executive’s shall not affect the expenses or benefits amount eligible for reimbursement, payment reimbursement or provision in-kind benefits payable in any other calendar yeartaxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. All payments To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be made and benefits issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to the contrary, in the event that following the effective date of this Agreement, the Company determines that the RSUs may be provided pursuant 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 adopt other policies and procedures (including amendments, policies and procedures with retroactive effect ), or take any other actions, that the Company determines are intended necessary or appropriate to qualify for an exclusion (a) exempt the RSUs from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, and/or preserve the intended tax treatment of the benefits provided with respect to the extent not excludedRSUs, to meet or (b) comply with the requirements of Section 409A. To 409A of the extent permitted under Code and related Department of Treasury guidance; provided, however, that this Section 409A16 shall not create any obligation on the part of the Company 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 separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject right to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision a series of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the shall be treated as a right to any payment (including the provision a series of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) separate payments. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, amounts shall be paid to the Executive Participant under this Agreement during the six (6)-month six-month period following the ExecutiveParticipant’s Separation “separation from Service if service” to the extent that the Committee determines that the Participant is a “specified employee” (each within the meaning of Section 409A of the Code) at the time of such separation from service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Code Section 409A(a)(2)(B)(i) of the Code409A(a)(2)(b)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first business day of the seventh month following the date end of Separation from Service such six-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting being subject to such additional taxes), the Company shall pay to the Participant in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent lump-sum all amounts that any payments or reimbursements provided would have otherwise been payable to the Executive Participant during such six-month period under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar yearAgreement.

Code Section 409A. All (a) The parties intend that all payments that may be made and benefits under this Release comply with or are exempt from Section 409A of the Code, and this Release shall be interpreted, construed and administered in a manner that may be provided pursuant satisfies the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or an exemption therefrom. Notwithstanding any provision of this Release to the contrary, if the parties determine that any payments or benefits payable under this Agreement are Release intended to qualify for an exclusion from comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the parties agree to amend this Release, or take such other actions as the parties deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and any related regulations or other pronouncements the Treasury Regulations thereunder (“Section 409A”and any applicable transition relief) andwhile preserving the economic agreement of the parties. If any provision of this Release would cause such payments or benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to the extent not excludedsuch payments or benefits, to meet the requirements of Section 409A. and such provision shall otherwise remain in full force and effect. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this AgreementRelease is ambiguous as to its compliance with Section 409A of the Code, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) read in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, such a manner that no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, this Release shall be paid subject to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated an “additional tax” as defined in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i409A(a)(1)(B) of the Code. If the payment For purposes of any such amounts is delayed as a result Section 409A of the previous sentenceCode, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to under this Agreement is to Release shall be treated as a right to a series of separate payments. Notwithstanding any other provision of this Release, (a) Executive understands that neither the Company, nor any individual acting as a director, officer, employee, agent or other representative of the Company, makes any representation or warranty to Executive with respect to, or assumes any responsibility for, the tax consequences to Executive of this Release (including the payments made or benefits provided hereunder), and (b) neither the Company nor any individual acting as a director, officer, employee, agent or other representative of the Company shall be liable to the Executive or any other person for any claim, loss, liability or expense arising out of any interest, penalties or additional taxes due by the Executive or any other person as a result of this Release or the Company’s administration of the terms of this Release not satisfying any of the requirements of Section 409A of the Code or an exemption thereto. (b) To the extent that any payments Any reimbursement of expenses or reimbursements provided to the Executive in-kind benefits payable under this Agreement are deemed to constitute compensation to the Executive to which Release shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts and shall be paid on or reimbursed reasonably promptly, but not later than December 31 before the last day of the Executive’s taxable year following the taxable year in which Executive incurred the expense was incurredexpenses. The amount of expenses reimbursed or in-kind benefits eligible for reimbursement, payment or provision during a calendar payable in one year shall not affect the expenses or benefits amount eligible for reimbursement, payment reimbursement or provision in-kind benefits payable in any other calendar yeartaxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. All (a) The intent of the parties is that payments that may be made and benefits that may be provided pursuant to under this Agreement are intended to qualify for an exclusion comply with or be exempt from Section 409A of the Code and any related the regulations or other pronouncements and guidance issued thereunder (“Code Section 409A”) and, accordingly, to the maximum extent not excludedpermitted, this Agreement shall be interpreted to be in compliance therewith. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Code Section 409A, Employer shall, after consulting with and receiving the approval of Executive, reform such provision in a manner intended to avoid the incurrence by Executive of any such additional tax or interest; provided that Employer agrees to maintain, to meet the requirements maximum extent practicable, the original intent and economic benefit to Executive of the applicable provision without violating the provisions of Code Section 409A. To the extent permitted under Section 409A, that any separate payment or benefit benefits under this Agreement are subject to Code Section 409A and such payments or otherwise benefits are conditioned upon a Release, then, if the consideration period and Revocation Period of such Release extends across two calendar years, the payments and benefits subject to Code Section 409A shall not be paid until the second such calendar year. (b) A termination of employment shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or have occurred for purposes of any other applicable exception or provision of Section 409A. All payments this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation subject to under Code Section 409A to be made upon or following a termination of employment under this Agreement may only be made upon the Executive’s unless such termination is also a “separation from service” from the Company (within the meaning of Code Section 409A, a “Separation from Service”). None and, for purposes of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out any such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” The determination of whether and when a separation from service has occurred for purposes of this Agreement shall be made in accordance with the presumptions set forth in Section 1.409A-1(h) of the Treasury Regulations. (c) Any provision of this Agreement to the extent contrary notwithstanding, if at the time of Executive’s separation from service, Employer determines that the right to any payment (including the provision of benefits) hereunder provides for the Executive is a “deferral of compensationspecified employee,” within the meaning of Code Section 409A(d)(1)409A, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation under Code Section 409A, such payment or benefit shall be paid or provided at the date which is the earlier of (i) six (6) months and one day after such separation from service and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this provision (whether they would have otherwise been payable in a single sum or providedin installments in the absence of such delay) shall be paid or provided to Executive in a lump-sum with interest at the prime rate as published by The Wall Street Journal on the first business day of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the following:normal payment dates specified for them herein. (ad) Notwithstanding anything to Any reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the contrary meaning of Code Section 409A shall be made or provided in this Agreement, no compensation or benefitsaccordance with the requirements of Code Section 409A, including without limitation that (i) in no event shall any severance payments fees, expenses or benefits payable other amounts eligible to be reimbursed by Employer under Section 5 hereof, shall this Agreement be paid to later than the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first last day of the seventh month calendar year next following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 calendar year in which the expense was applicable fees, expenses or other amounts were incurred. The ; (ii) the amount of expenses or benefits eligible for reimbursement, payment or provision during a in-kind benefits that Employer is obligated to pay or provide, in any given calendar year shall not affect the expenses that Employer is obligated to reimburse, or the in-kind benefits eligible for reimbursementthat Employer is obligated to pay or provide, payment or provision in any other calendar 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; (iii) Executive’s right to have Employer pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall Employer’s obligations to make such reimbursements or to provide such in-kind benefits apply later than Executive’s remaining lifetime (or if longer, through the sixth (6th) anniversary of the Effective Date). (e) For purposes of Code Section 409A, Executive’s right to receive any installment payments 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 (for example, “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 Employer. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Code Section 409A.

Code Section 409A. All It is the parties’ intention that payments that may under this ARTICLE 4 will be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion exempt from the requirements of Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, 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 the Agreement shall be construed and administered in a manner consistent with such intent. If any payment is or becomes subject to the extent not excludedrequirements of Section 409A, the Agreement, as it relates to meet such payment, is intended to comply with the requirements of Section 409A. To the extent permitted under Section 409AFurther, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” payments that are subject to the requirements of Section 409A may be accelerated or delayed only if and to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of otherwise permitted under Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made under the Agreement upon a termination of employment under this Agreement may only be made upon the Executive’s a “separation of service” as defined under Section 409A and any “separation from service” from shall be treated as a termination of employment. If the Company (within the meaning provision of a benefit or a payment is determined to be subject to Section 409A, then, if Employee is a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensationspecified employee” within the meaning of the Treasury Regulations issued pursuant to Section 409A(d)(1)409A as of Employee’s date of termination, no amount that constitutes a deferral of compensation that is payable on account of the payment Employee’s separation from service shall be paid to Employee before the date that is the first day of the seventh month after Employee’s date of termination or, if earlier, the date of Employee’s death (or provided) in accordance with the following: (a) “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, no compensation 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 benefitsprior to the expiration date set forth in the release or timely revokes Employee’s acceptance of the release thereafter, including without limitation the Employee shall not be entitled to any severance payments or benefits payable under otherwise conditioned on the release, and (ii) In any case where the employment termination date and the latest date the release revocation period could expire fall in two separate taxable years, any payments required to be made to the Employee that are conditioned on the release (and would otherwise be made in the earlier of such taxable years) shall be made in the later taxable year. Any payments that are delayed pursuant to this Section 5 hereof, (ii) shall be paid to in a lump sum on the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) latest of the Code. If date the payment of any such amounts is delayed as a result of Employee executes and does not revoke the previous sentencerelease (and the applicable revocation period has expired), then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first business day of the seventh month following in such later taxable year, or the date payment is otherwise due under the terms of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate paymentsAgreement. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All payments that may be made (a) This Agreement is intended to comply with Section 409A of the Code to the extent any payment hereunder constitutes nonqualified deferred compensation under Section 409A of the Code. (b) The Company shall undertake to administer, interpret, and benefits that may be provided pursuant to construe this Agreement are intended to qualify for an exclusion from in a manner that does not result in the imposition on the Employee of any additional tax, penalty, or interest under Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to comply with Code Section 409A to the extent provided it is applicable and any term (whether or not defined herein) shall have the meaning required of such term in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Code Section 409A to the extent it is applicable. (c) If the Company determines in good faith that any provision of this Agreement would cause the Employee to incur an additional tax, penalty, or interest under Section 409A of the Code, the Board of Directors of the Company (or its delegate) in its sole discretion may reform such provision, if possible, to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code or causing the imposition of such additional tax, penalty, or interest under Section 409A of the Code. (d) The preceding provisions, however, shall not be construed as a guarantee by or responsibility of the Company, or any of its subsidiaries or affiliates, or any of the directors, officers, employees or agents of any of the foregoing of any particular tax effect or consequences to the Employee under this Agreement. The Company shall not be liable to the Employee for any payment made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of that is determined to result in an additional tax, penalty, or interest under Section 409A, a “Separation from Service”). None 409A of the payments Code, nor for reporting in good faith any payment made under this Agreement are intended to result as an amount includible in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend 409A of the Code. (e) With respect to administer and interpret this Agreement to carry out such intentions. Howeverany reimbursement of expenses of the Employee, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of as specified under this Agreement, such reimbursement of expenses shall be subject to the extent that following conditions: (1) the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar reimbursement in one taxable year shall not affect the expenses or benefits eligible for reimbursement, payment or provision reimbursement in any other calendar taxable year; (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 shall not be subject to liquidation or exchange for another benefit.

Code Section 409A. All payments that may be made and benefits that may be provided pursuant to (i) To the extent applicable, this Agreement are intended to qualify for an exclusion from shall be interpreted in accordance with Section 409A of the Code and the regulations and other guidance thereunder and any related regulations or other pronouncements thereunder state law of similar effect (collectively “Section 409A”) and). For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent not excludedpossible, to meet the requirements exemptions from the application of Section 409A. To 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 extent permitted under Section 409Acontrary set forth herein, any separate payment or benefit payments and benefits provided under this Agreement or otherwise shall not be deemed that constitute “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1)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. 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. (ii) If the Company (or, if applicable, the payment shall be paid (or providedsuccessor entity thereto) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation determines that any severance payments or benefits payable under this Agreement constitute “deferred compensation” under Section 5 hereof409A and Executive is, shall be paid to on the Executive during the six (6)-month period following the date of Executive’s Separation from Service if paying 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 at the time or times indicated in to which Executive is entitled under this Agreement would be is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise such portion deferred pursuant to this Section 10(o)(ii) shall be paid or distributed to the Executive during this period shall instead be paid to the Executive in a lump sum on the first day earlier of (A) the seventh month date that is six (6)-months following Executive’s Separation from Service, (B) the date of Separation from Service Executive’s death or (or such earlier C) the earliest date upon which such amount can be paid as is permitted under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death)Code. Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment Any remaining payments pursuant to this due under the Agreement is to shall be treated paid as a right to a series of separate paymentsotherwise provided herein. (biii) 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 or reimbursements provided to the Executive payable under this Agreement are deemed shall be subject to constitute compensation to an “additional tax” as defined in Section 409A(a)(1)(B) of the Executive to which Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts and shall be paid on or reimbursed reasonably promptly, but not later than December 31 before the last day of the Executive’s taxable year following the taxable year in which Executive incurred the expense was incurredexpenses. The amount of expenses reimbursed or in-kind benefits eligible for reimbursement, payment or provision payable during a calendar any taxable year of Executive’s shall not affect the expenses or benefits amount eligible for reimbursement, payment reimbursement or provision in-kind benefits payable in any other calendar yeartaxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. All (i) The intent of the parties is that payments that may be made and benefits that may be provided pursuant to under this Agreement are intended to qualify for an exclusion comply with, or be exempt from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, accordingly, to the maximum extent not excludedpermitted, this Agreement shall be interpreted to meet the requirements of Section 409A. be in compliance with such intention. To the extent permitted under that any provision in this Agreement is ambiguous as to its compliance with or exemption from Section 409A409A of the Code, any separate payment or benefit the provision shall be read in such a manner that no payments payable under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to an “additional tax” as defined in Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i409A(a)(1)(B) of the Code. If In accordance with the payment of any such amounts is delayed as a result of foregoing intention, the previous sentence, then the amount of any payment that would otherwise severance payments payable under Section 3 shall be paid to no later than the Executive during this period shall instead be paid to later of: (A) the Executive on the first fifteenth (15th) day of the seventh third month following the date of Separation from Service (or such earlier date upon Executive’s first taxable year in which such amount can be paid under 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 without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any Treasury Regulations and other guidance issued thereunder. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (bii) Notwithstanding any provision to the contrary in this Agreement, to the extent that the payments or benefits under this Agreement are “nonqualified deferred compensation” subject to Code Section 409A or are intended to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), 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 the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits any such payments eligible for reimbursement, payment or provision during a calendar reimbursement in one year shall not affect the payments or expenses or benefits that are eligible for reimbursement, payment or provision 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 or benefits shall occur (or commence) on the later of (A) January 1 of the second calendar year, or (B) on the date specified in Section 3(a).

Code Section 409A. All payments that may be made and benefits that may be provided pursuant to (a) To the extent applicable, this Agreement are intended to qualify for an exclusion from shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any related such regulations or other pronouncements thereunder such guidance that may be issued after the Effective Date (collectively, “Section 409A”) and, ). Notwithstanding any provision of this Agreement to the extent not excludedcontrary, in the event that following the Effective Date, the Company determines that any compensation or benefits payable under this Agreement may be subject to meet Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A. To 409A, provided, however, that this Section 13 does not, and shall not be construed so as to, create any obligation on the extent permitted part of the Company to adopt any such amendments, policies or procedures or to take any other such actions. In no event shall the Company, its affiliates or any of their respective officers, directors or advisors be liable for any taxes, interest or penalties imposed under Section 409A, 409A or any separate payment corresponding provision of state or benefit local law. (b) Any right under this Agreement or otherwise to a series of installment payments shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon treated as a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision a series of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) separate payments. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive Employee during the six (6)-month period following Employee’s “separation from service” with the Executive’s Separation from Service Company (within the meaning of Section 409A) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first business day of the seventh month following the date end of Separation from Service such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the ExecutiveEmployee’s death). Each payment hereunder is intended , the Company shall pay Employee a lump-sum amount equal to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2the cumulative amount that would have otherwise been payable to Employee during such period (without interest), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (bc) To the extent that any payments reimbursements or reimbursements provided in-kind benefits due to the Executive Employee under this Agreement are deemed to constitute compensation to the Executive “deferred compensation” to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, any such amounts reimbursements or in-kind benefits shall be paid or reimbursed reasonably promptly, but not in no event later than December 31 31st of the year following the year in which the expense was incurred. The amount of expenses or benefits any such payments eligible for reimbursement, payment or provision during a calendar reimbursement in one year shall not affect the payments or expenses or benefits that are eligible for reimbursement, payment or provision reimbursement in any other calendar taxable year, and Employee’s right to such payments or reimbursements of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. All payments It is intended that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from shall comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and any related the Treasury regulations or other pronouncements thereunder relating thereto (“Code Section 409A”) and), 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 excluded, to meet subject the requirements Executive to the payment of taxes and interest under Code Section 409A. To In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent permitted 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, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A the parties agree, to the extent provided in possible, to amend this Agreement to maintain to the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or any other applicable exception or provision of interest under Code Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s a “separation from service” as defined under Code Section 409A. Notwithstanding any provision of this Agreement to the contrary, if, as of the date of the Executive’s separation from service, the Company (within the meaning of Executive is a “specified employee” as defined under Code Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. Howeverthen, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, except to the extent that the right to any payment (including the provision of benefits) hereunder provides this Agreement does not provide for the a “deferral of compensation” within the meaning of Code Section 409A(d)(1)409A of the Code, the payment no payments shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, made and no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid provided to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive beginning on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death)separation from service and ending on the last day of the sixth month after such date. Each In no event may the Executive, directly or indirectly, designate the calendar year of any payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar yearAgreement.

Code Section 409A. All payments It is intended that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section comply with the provisions of section 409A of the Internal Revenue Code of 1986, as amended, and any related the Treasury regulations or other pronouncements thereunder relating thereto (“Code Section 409A”) and), 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 excluded, to meet subject the requirements Executive to the payment of taxes and interest under Code Section 409A. To In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent permitted 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, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A the parties agree, to the extent provided in possible, to amend this Agreement to maintain to the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or any other applicable exception or provision of interest under Code Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s a “separation from service” as defined under Code Section 409A. Notwithstanding any provision of this Agreement to the contrary, if, on the date of the Executive's separation from service, the Company (within the meaning of Executive is a “specified employee” as defined under Code Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. Howeverthen, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, except to the extent that the right to any payment (including the provision of benefits) hereunder provides this Agreement does not provide for the a “deferral of compensation” within the meaning of Code Section 409A(d)(1), 409A of the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this AgreementCode, no compensation or benefits, including without limitation any severance payments or may be made and no benefits payable under Section 5 hereof, shall may be paid provided to the Executive during the six (6)-month period following beginning on the date of the Executive’s Separation 's separation from Service if paying such amounts at service and ending on the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) last day of the Codesixth month after such date. If In no event may the payment of any such amounts is delayed as a result of Executive, directly or indirectly, designate the previous sentence, then the amount calendar year of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar yearAgreement.

Code Section 409A. All payments Notwithstanding any other provision in this Agreement to the contrary, if and to the extent that may Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Company that such benefits will, to the extent practicable, comply with, or be made exempt from, Code Section 409A, and this Agreement will, to the extent practicable, be construed in accordance therewith. Deferrals of benefits that may be provided distributable pursuant to this Agreement that are intended to qualify for an exclusion otherwise exempt from Code Section 409A of the in a manner that would cause Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to apply will not be permitted unless such deferrals follow Code Section 409A. In the extent provided in event that the exceptions in Treasury Regulation Company (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 1.409A-1(b)(4409A), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified payment that is deemed to be deferred compensation subject to 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 the six (6)-month delay rule, all payments that would have been made to Executive during the six (6) months following his separation from service that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid 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 purposes herein, the phrase “termination of employment under this Agreement may only employment” or similar phrases will be made upon interpreted in accordance with the Executive’s term “separation from service” from as defined under Code Section 409A if and to the Company extent required under Code Section 409A. Further, (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result i) in the inclusion in Executive's federal gross income on account of a failure under event that Code Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee 409A requires that any payments that may 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 pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision 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 right Company, the Board, the Committee nor its or their designees or agents will be liable to any payment (including the provision of benefits) hereunder provides participant or other person for the “deferral of compensation” within the meaning of Section 409A(d)(1)actions, the payment shall be paid (decisions or provided) determinations made in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate paymentsgood faith. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All payments that may be made and benefits that may be provided pursuant to To the extent applicable, this Agreement are intended to qualify for an exclusion from shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any related such regulations or other pronouncements thereunder guidance that may be issued after the effective date of this Agreement (“Section 409A”) and, to ). To the extent not excludedthat the Committee determines that any portion of the Award may be or become subject to Section 409A, the Company may amend this Agreement in a manner intended to meet comply with the requirements of Section 409A. To 409A or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to (a) exempt the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Award from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the extent provided in Award, or (b) comply with the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning requirements of Section 409A; provided, a “Separation from Service”). None however, that nothing in this Agreement shall create any obligation on the part of the payments under this Agreement are intended Company to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out adopt any such intentions. However, the Company does not represent, warrant amendment or guarantee that take any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, such other action or any penalty, pursuant liability for doing so or failure to Section 409A(a)(1) or any similar state statute or regulationdo so. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits amounts payable under Section 5 hereof, this Agreement shall be paid to the Executive during Participant prior to the six (6)-month expiration of the six-month period following the ExecutiveParticipant’s Separation “separation from Service if service” (within the meaning of Code Section 409A(a)(2)(A)(i)) to the extent that the Company determines that paying such amounts at prior to the time or times indicated expiration of such six-month period would result in this Agreement would be a prohibited distribution under Code Section 409A(a)(2)(B)(i) of the Code). If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first business day following the end of the seventh applicable six-month following the date of Separation from Service period (or such earlier date upon which such amount amounts can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the ExecutiveParticipant’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 to the year following the year in which the expense was incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar yearParticipant.

Code Section 409A. All payments that may be made and benefits that may be provided pursuant The Employer makes no representations or warranties to Employee with respect to any tax, economic or legal consequences of this Agreement are intended or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of this Agreement shall be interpreted or construed to qualify transfer any liability for an exclusion from failure to comply with Code Section 409A or any other legal requirement from Employee or any other person to the Employer, any of its affiliates or any other person. Employee, by executing this Agreement, shall be deemed to have waived any claim against the Code Employer, its affiliates and any related regulations other person with respect to any such tax, economic or legal consequences. However, the parties intend that this Agreement and the payments and other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet benefits provided hereunder shall be exempt from the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Code Section 409A to the maximum extent provided in possible, whether pursuant to the exceptions short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9) 1.409A-1(b)(9)(iii), or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to otherwise. To the extent Code Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant is applicable to this Agreement will not result in inclusion in Executive's gross income(and such payments and benefits), or any penaltythe parties intend that this Agreement (and such payments and benefits) shall comply with the deferral, pursuant to payout and other limitations and restrictions imposed under Code Section 409A(a)(1) or any similar state statute or regulation. 409A. Notwithstanding any other provision of this Agreement, Agreement to the extent that contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the right generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, with respect to any payment (including the provision payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to termination of benefits) hereunder provides for the Employee’s employment are intended to mean Employee’s “deferral of compensationseparation from service,” within the meaning of Code Section 409A(d)(1409A(a)(2)(A)(i). In addition, if Employee is a “specified employee,” within the meaning of Code Section 409A(a)(2)(B)(i), when Employee separates from service, within the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything meaning of Code Section 409A(a)(2)(A)(i), then to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid extent necessary to avoid subjecting Employee to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment imposition of any such additional tax under Code Section 409A, amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be payable under this Agreement during the six-month period immediately following Employee’s separation from service shall not be paid to the Executive Employee during this period such period, but shall instead be accumulated and paid to Employee (or, in the Executive event of Employee’s death, Employee’s estate) in a lump sum on the first business day of the seventh month following the earlier of (a) the date of Separation that is six months after Employee’s separation from Service (service or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar yearEmployee’s death.

Code Section 409A. All payments For purposes of Section 409A of the Code, the regulations and other guidance there under and any state law of similar effect (collectively “Section 409A”), each payment that may be made and benefits that may be provided is paid pursuant to this Agreement is hereby designated as a separate payment. Further, (i) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or benefits, are intended to qualify for an exclusion from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted considered deferred compensation under Section 409A, any separate payment or benefit under this Agreement will be paid or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon until Executive has had a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended (ii) no severance or benefits to result in the inclusion in be paid or provided to Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not representif any, warrant or guarantee that any payments that may be made pursuant to this Agreement that are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) will be paid or otherwise provided until Executive has had an “involuntary separation from service” within the meaning of Section 409A, and (iii) in the case of (i) and (ii), any reference in this Agreement to “termination” or “termination of employment” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to Executive. Any severance payments or benefits made in connection with Executive’s termination under this Agreement and provided on or before the 15th day of the 3rd month following the end of Executive’s first tax year in which Executive’s termination occurs or, if later, the 15th day of the 3rd month following the end of the Company’s first tax year in which Executive’s termination occurs, shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any additional payments or benefits provided in connection with Executive’s termination under this Agreement shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be provided no later than the last day of Executive’s 2nd taxable year following the taxable year in which Executive’s termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in connection with Executive’s termination do not result in inclusion in Executive's gross incomequalify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any penaltyother applicable exemption and Executive is, pursuant to at the time of his termination, a “specified employee,” as defined in Treasury Regulation Section 409A(a)(1) 1.409A-1(i), each such payment or any similar state statute benefit will not be provided until the first regularly scheduled payroll date that occurs on or regulationafter the date 6 months and 1 day following Executive’s termination and, on such date (or, if earlier, another date that occurs as soon as practicable after Executive’s death), Executive will receive all payments and benefits that would have been provided during such period in a single lump sum, if applicable. Notwithstanding In addition, notwithstanding any other provision of this Agreementherein to the contrary, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the reimbursements or in-kind benefits under this Agreement or otherwise constitute non-exempt “deferral of nonqualified deferred compensation” within the meaning of Section 409A(d)(1)409A, the payment then any such reimbursements and/or benefits (i) shall be paid (made or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, provided promptly but no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 31st of the calendar year following the year in which the expense was incurred. The amount of expenses or benefits eligible for reimbursementincurred by Executive, payment or provision during a calendar year (ii) shall not in any way affect the expenses or benefits eligible for reimbursement, payment reimbursement or provision in-kind benefits to be provided in any other calendar year, and (iii) shall not be subject to liquidation or exchange for another benefit.

Code Section 409A. All payments that may be made and benefits that may be provided pursuant to this This Agreement are is intended to qualify for an exclusion be exempt from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet comply with the requirements of Section 409A. 409A(a)(2), (3) and (4) of the Code, including current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly. To the extent permitted such potential payments or benefits could become subject to additional tax under such Code Section 409A, any separate the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. Each payment or benefit under made pursuant to Section 11(a) or 11(b) of this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to be a separate payment for purposes of Code Section 409A. In addition, payments or benefits pursuant to Section 11(a) or 11(b) shall be exempt from the requirements of Code Section 409A to the maximum extent provided in the exceptions in possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9) or 1.409A-1(b)(9)(iii), and/or under any other applicable exception or provision exemption that may be applicable, and this Agreement shall be construed accordingly. To the extent that any amounts payable under this Agreement are required to be delayed under Code Section 409A, such amounts are intended to be and should be considered for purposes of Code Section 409A. All 409A as separate payments from the amounts that are not required to be delayed. Notwithstanding anything herein to the contrary, if Executive is considered a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) as of the Termination Date, then no payments of nonqualified deferred compensation subject to Code Section 409A and payable due to Executive’s separation from service shall be made upon a termination of employment under this Agreement may only be made before the first business day that is six (6) months after the Termination Date (or upon the Executive’s death, if earlier) (the “separation from service” from the Company (within the meaning of Section 409A, a “Separation from ServiceSpecified Period”). None of the Any deferred compensation payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be required to be made to Executive during the Specified Period will be accumulated by the Company and paid to the Executive during this period shall instead be paid to the Executive on the first day after the end of the seventh month following Specified Period. The foregoing restriction on the date payment of Separation from Service (amounts to Executive during the Specified Period will not apply to the payment of employment taxes. In the event that the interpretation or such earlier date upon which such amount can be paid under requirements of Code Section 409A without resulting in a prohibited distributionchange during the Term, including the parties agree to amend this Agreement, only as a result of the Executive’s death). Each payment hereunder is intended necessary, to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)comply with any such change, if and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation such an amendment is permitted by Code 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.409A.

Code Section 409A. All payments that may 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 and benefits without incurring such additional tax (including paying any severance that may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section 409A of is delayed in a lump sum upon the earliest possible payment date which is consistent with Code and any related regulations or other pronouncements thereunder (“Section 409A”) and). In addition, to the extent not excluded, 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 meet the requirements payment of Section 409A. To the extent permitted interest or any additional tax under Code Section 409A, any separate payment or benefit under 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 otherwise 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 “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or have occurred for purposes of any other applicable exception or provision of Section 409A. All payments this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation subject to under Code Section 409A to be made upon or following a termination of employment under this Agreement may only be made upon the Executive’s employment, unless such termination is also a “separation from service” from the Company (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, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to receive any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to shall be treated as a right to receive a series of separate and distinct payments. (b) To the extent that any payments or reimbursements provided to the Executive . Whenever a payment under this Agreement are deemed ▇▇▇▇▇▇ Medical Technology, Inc. Separation Pay Agreement CONFIDENTIAL specifies a payment period with reference to constitute 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 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 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 or provided on the first business day following the date which Treasury Regulation is the earlier of (A) the expiration of the six (6)-month period measured from the 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 1.409A-3(i)(1)(iv(whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of to the year Executive in a lump sum on the first business day following the year Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in which accordance with the expense was incurred. The amount of expenses or benefits eligible normal payment dates specified for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar yearthem herein.

Code Section 409A. All payments (a) This Agreement shall be interpreted and administered in a manner so that may any amount or benefit payable hereunder shall be made and benefits paid or provided in a manner that may be provided pursuant to this Agreement are intended to qualify for an exclusion is either exempt from or compliant with the requirements Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to and applicable advice and regulations issued thereunder. (b) The intent of the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit parties is that payments and benefits under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to comply with Section 409A to the extent provided in subject thereto, and, accordingly, to the exceptions in Treasury Regulation Section 1.409A-1(b)(4)maximum extent permitted, Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A this Agreement shall be interpreted and administered to be made upon a in compliance therewith. Notwithstanding anything herein to the contrary: (i) if at the time of the Employee’s termination of employment with the Company, the Employee is a “specified employee” as defined in Section 409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) until the date that is six (6) months following the Employee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A); (ii) if any other payments of money or other benefits due to the Employee hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board that does not cause such an accelerated or additional tax; (iii) to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Employee shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payment shall be due to the Employee under this Agreement may only until the Employee would be made upon the Executive’s considered to have incurred a “separation from service” from the Company (within the meaning of Section 409A; and (iv) each amount to be paid or benefit to be provided to the Employee pursuant to this Agreement, which constitute deferred compensation subject to Section 409A, shall be construed as a “Separation from Service”). None separate identified payment for purposes of Section 409A. To the payments extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the Employee under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during Employee on or before the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first last day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 incurred and the amount of expenses or benefits eligible for reimbursementreimbursement (and in-kind benefits provided to the Employee) during any one year may not effect amounts reimbursable or provided in any subsequent year; provided, however, that with respect to any reimbursements for any taxes which the Employee would become entitled to under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the calendar year following the calendar year in which the Employee remits the related taxes. The Company shall consult with the Employee in good faith regarding the implementation of the provisions of this Section 20(b); provided that neither the Company nor any of its employees or representatives shall have any liability to the Employee with respect to thereto. (c) Whenever in this Agreement the provision of payment or provision benefit is conditioned on Employee’s execution and non-revocation of a waiver and release of claims, such waiver and release must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employee’s employment, but the Company may elect to commence payment at any time during a calendar year shall not affect such sixty (60)-day period, provided, however, to the expenses or benefits eligible for reimbursement, extent that the payment or provision benefit is “deferred compensation” within the meaning of and subject to Section 409A, such payment shall be made in any other calendar yearthe later year if the sixty (60) day period spans two taxable years.

Code Section 409A. All payments that may be made and benefits that may be provided pursuant to this This Agreement are is intended to qualify for an exclusion from comply with Section 409A of the Code and any related regulations ambiguous provisions will be construed in a manner that is compliant with or other pronouncements thereunder (“Section 409A”) and, to exempt from the extent not excluded, to meet the requirements application of Section 409A. To 409A of the extent permitted Code. If a provision of the Agreement would result in the imposition of earlier or additional taxes under Section 409A409A of the Code, any separate the parties agree that such provision shall be reformed to avoid imposition of such taxes. For purposes of Section 409A of the Code, each payment or benefit amount due under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject considered a separate payment, and Executive’s entitlement to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision a series of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only is to be made upon the treated as an entitlement to a series of separate payments and “termination of employment” shall mean Executive’s “separation from service” from as defined in Section 1.409A-1(h) of the Company Final Treasury Regulations promulgated under Section 409A of the Code, including the default presumptions thereof. If (within the meaning of Section 409A, i) Executive is a “Separation from Service”). None specified employee,” as such term is defined in Section 409A of the payments Code and determined as described below in this Section 7(j), and (ii) any payment due under this Agreement are intended is subject to result in Section 409A of the inclusion in Executive's federal gross income on account of a failure Code and is required to be delayed under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However409A of the Code, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the 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 provided(C) in accordance the date that otherwise complies with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under requirements of Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) 409A of the Code. If 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 payment earliest business day which complies with the requirements of any such amounts is delayed as a result Section 409A of the previous sentenceCode. For purposes of determining the identity of specified employees, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day Board may establish procedures as it deems appropriate in accordance with Section 409A of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate paymentsCode. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All payments that may be made and benefits that may be provided pursuant to Notwithstanding any provision of this Agreement are intended to the contrary, in the event that any delivery of Shares to the Participant is made upon, or as a result of the Participant’s termination of employment (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 exclusion applicable exemption from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit 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 otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to (ii) six (6) months and one (1) day following the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a Participant’s termination of employment under this Agreement may only be made upon (the Executive’s “separation from service” from Delay Period”). For purposes of applying the Company (within the meaning provisions of Section 409A, a “Separation from Service”). None each group of the payments under this Agreement are intended to result in total Restricted Stock Units granted hereunder that would normally vest on the inclusion in Executive's federal gross income on account Initial Vesting Date and each anniversary of the Initial Vesting Date thereafter shall be treated as a failure under Section 409A(a)(1)separate payment. The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision For purposes of this Agreement, to the extent that the right Restricted Stock Units (or applicable portion thereof) are subject to any payment (including the provision of benefits) hereunder provides for Section 409A, the terms “deferral ceases to be employed”, “termination of compensationemployment” within and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A. Restricted Stock Units are generally intended to be exempt from Section 409A as short-term deferrals and, accordingly, the meaning terms of this Agreement shall be construed to preserve such exemption. To the extent that Restricted Stock Units granted under this Agreement are subject to the requirements of Section 409A(d)(1)409A, the payment this Agreement shall be paid (or provided) interpreted and administered in accordance with the following: (a) Notwithstanding anything intent that the Participant not be subject to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable tax under Section 5 hereof409A. Neither the Company, any of its Subsidiaries nor any other entity which is a Related Entity, shall be paid liable to any Participant (or any other individual claiming a benefit through the Executive during Participant) for any tax, interest, or penalties the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed Participant might owe as a result of participation in the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)Plan, and the Company, its Subsidiaries nor any right other entity which is a Related Entity shall have no obligation to a series of installment payments indemnify or otherwise protect the Participant from the obligation to pay any taxes pursuant to this Agreement is to be treated as a right to a series of separate paymentsSection 409A, unless otherwise specified. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All payments that may For purposes of this letter agreement, a termination of employment will be made and benefits that may be provided pursuant determined consistent with the rules relating to this Agreement are intended to qualify for an exclusion a “separation from service” as defined in Section 409A of the Code and any related the regulations or other pronouncements thereunder (“Section 409A”) and). 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 excludedbe 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 meet the requirements 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 permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not letter agreement may be deemed classified as a “nonqualified deferred compensationshort-term deferral” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, such payment shall be deemed a “Separation short-term deferral, even if it may also qualify for an exemption from Service”). None Section 409A under another provision of the payments under Section 409A. Payments pursuant to this Agreement section are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any constitute separate payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning purposes of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i1.409A-2(b)(2) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate paymentsRegulations. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All payments that may be made and benefits that may be provided pursuant to (a) Anything in this Agreement are intended to qualify for an exclusion from Section 409A the contrary notwithstanding, if at the time of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the ExecutiveEMPLOYEE’s “separation from service” from the Company (service within the meaning of Section 409A409A of the IRC, TBOP’s stock is publicly traded on an established securities market or otherwise and TBOP determines that the EMPLOYEE is a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensationspecified employee” within the meaning of Section 409A(d)(1)409A(a)(2)(B)(i) of the IRC, the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything then to the contrary in extent any payment or benefit that the EMPLOYEE becomes entitled to under this Agreement, no Agreement on account of the EMPLOYEE’s separation from service would be considered deferred compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid subject to the Executive during 20% additional tax imposed pursuant to Section 409A(a) of the six (6)-month period following IRC as a result of the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under application of Section 409A(a)(2)(B)(i) of the CodeIRC, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the EMPLOYEE’s separation from service, or (ii) the EMPLOYEE’s death. If The first installment payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of separation from service occurs, from such date of separation from service until the payment. To the extent that the foregoing applies to the provision of any ongoing medical benefits to the EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by the EMPLOYEE, the EMPLOYEE shall pay the full costs of premiums for such amounts is delayed as a result of medical benefits during the previous sentence, then six-month period and TBOP shall pay the EMPLOYEE an amount equal to the amount of any payment that would otherwise be such premiums paid to by the Executive EMPLOYEE during this the six-month period shall instead be paid to within ten (10) days after the Executive on the first day conclusion of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate paymentsperiod. (b) To Solely for purposes of Section 409A of the extent that any payments or reimbursements IRC, each installment payment of severance is considered a separate payment. (c) All in-kind benefits provided to the Executive and expenses eligible for reimbursement under this Agreement are deemed to constitute compensation to shall be provided by TBOP or incurred by the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts EMPLOYEE during the time periods set forth in this Agreement. All reimbursements shall be paid or reimbursed reasonably promptlyas soon as administratively practicable, but not later than December 31 in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses or benefits eligible for reimbursement, payment or provision during a calendar incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses or benefits eligible for reimbursement, payment or provision reimbursement in any other calendar taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (d) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the IRC, and to the extent that such payment or benefit is payable upon the EMPLOYEE’s termination of employment, then such payments or benefits shall be payable only upon the EMPLOYEE’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation § 1.409A-l(h).

Code Section 409A. All payments (a) This Agreement is intended to be written, administered, interpreted and construed in a manner such that may be made and no payment or benefits that may be provided pursuant to under this Agreement are intended become subject to qualify for an exclusion from (a) the gross income inclusion set forth within Section 409A 409A(a)(1)(A) of the Code or (b) the interest and any related regulations or other pronouncements thereunder additional tax set forth within Section 409A(a)(1)(B) of the Code (“collectively, "Section 409A”) and409A Penalties"), including, where appropriate, the construction of defined terms to have meanings that would not cause the extent not excluded, to meet the requirements imposition of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”)Penalties. None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation to the maximum extent permitted by applicable law, the Severance Payments payable to Executive pursuant to this Agreement shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9)(iii) (relating to separation pay plans) or benefits, including without limitation Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals). (b) With respect to any severance payments or benefits 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 5 hereof409A of the Code, in no event shall a termination of employment be paid considered for purposes of the time of payment of such amounts to have 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), and any successor provision thereto ("Separation from Service"). (c) If Executive is deemed at the Executive during the six (6)-month period following the time of Executive’s 's Separation from Service if paying such amounts at to be a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the time or times indicated in Code, then to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement would be is required in order to avoid a prohibited distribution payment under Section 409A(a)(2)(B)(i) of the Code. If the payment , such portion of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise Executive's termination benefits shall not be paid provided to the Executive during this period shall instead be paid prior to the Executive on earlier of (A) the first day expiration of the seventh six-month following period measured from the 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 such earlier date upon which such amount can Executive's estate). The determination of whether Executive is a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of Executive's Separation from Service shall be paid under made by Company in accordance with the terms of Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s deathCode, and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto). Each payment hereunder is intended to constitute a separate payment from each other payment . (d) For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(21.409A-2(b)(2)(iii)), and any right each payment that Executive may be eligible to a series of installment payments pursuant to receive under this Agreement is to shall be treated as a right to separate and distinct payment and shall not collectively be treated as a series of separate paymentssingle payment. (be) To Notwithstanding anything to the extent that contrary in this Agreement or in any payments or Company policy with respect to such payments, in-kind benefits and reimbursements provided to the Executive 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 deemed not subject to constitute compensation liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would applyand, such amounts if timely submitted, reimbursement payments shall be paid or reimbursed reasonably promptlymade to Executive as soon as administratively practicable following such submission in accordance with Company's policies regarding reimbursements, but not in no event later than December 31 the sixtieth (60th) day following the end of the year following the taxable year in which the expense was incurred. The amount of expenses or foregoing provisions relating to in-kind benefits eligible for reimbursement, payment or provision during a calendar year and reimbursements shall not affect the expenses or only apply to in-kind benefits eligible for reimbursement, payment or provision and reimbursements that would result in any other calendar yeartaxable compensation income to Executive.

Code Section 409A. All payments that may be made and benefits that may be provided pursuant to Notwithstanding any other provision in this Agreement are intended to qualify for an exclusion from the contrary, if and to the extent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) andCompany that such benefits will, to the extent not excludedpracticable, comply with, or be exempt from, Code Section 409A, and this Agreement will, to meet the requirements of Section 409A. extent practicable, be construed in accordance therewith. To the maximum extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Code Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4)and its corresponding regulations, Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments Severance Payments under this Agreement are intended to result in meet the inclusion in Executive's federal gross income on account requirements of a failure the short-term deferral exemption under Code Section 409A(a)(1409A and the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii). The parties intend For purposes of the application of Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), each payment in a series of payments to administer and interpret this Agreement to carry out such intentionsthe Executive will be deemed a separate payment. However, the Company does not represent, warrant or guarantee that any payments that may be made 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 apply will not result in inclusion in be permitted unless such deferrals follow Code Section 409A. In the event that the Company (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment that is deemed to be deferred compensation 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 gross income’s separation from service (or death, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulationif earlier). Notwithstanding any other provision of this Agreement, to To the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything Executive becomes subject to the contrary in this Agreementsix (6)-month delay rule, no compensation or benefits, including without limitation any severance all payments or benefits payable under Section 5 hereof, shall be paid that would have been made to the Executive during the six (6)-month period 6) months following her separation from service that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to Executive during the Executive’s Separation seventh (7th) month following her separation from Service 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 paying 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 amounts at terms, provisions and conditions will, to the time or times indicated extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement would will be a prohibited distribution under construed in accordance with Code Section 409A(a)(2)(B)(i) of 409A if and to the Codeextent required. If Further, in the payment of event that this Agreement or any such amounts is delayed as a result of the previous sentencebenefit thereunder will be deemed not to comply with Code Section 409A, then neither the amount of Company, the Board, STRM, the Committee nor its or their affiliates designees or agents will be liable to any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (participant or such earlier date upon which such amount can be paid under Section 409A without resulting other person for actions, decisions or determinations made in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate paymentsgood faith. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All payments that may be made and benefits that may be provided pursuant to To the extent applicable, this Agreement are intended to qualify for an exclusion from shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any related such regulations or other pronouncements thereunder guidance that may be issued after the effective date of this Agreement (“Section 409A”) and, to ). To the extent not excludedthat the Company determines that any portion of the Award may be or become subject to Section 409A, the Company may amend this Agreement in a manner intended to meet comply with the requirements of Section 409A. To 409A or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to (a) exempt the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Award from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the extent provided in Award, or (b) comply with the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning requirements of Section 409A; provided, a “Separation from Service”). None however, that nothing in this Agreement shall create any obligation on the part of the payments under this Agreement are intended Company to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out adopt any such intentions. However, the Company does not represent, warrant amendment or guarantee that take any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, such other action or any penalty, pursuant liability for doing so or failure to Section 409A(a)(1) or any similar state statute or regulationdo so. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits amounts payable under Section 5 hereof, this Agreement shall be paid to the Executive during Participant prior to the six (6)-month expiration of the six-month period following the ExecutiveParticipant’s Separation “separation from Service if service” (within the meaning of Code Section 409A(a)(2)(A)(i)) to the extent that the Company determines that paying such amounts at prior to the time or times indicated expiration of such six-month period would result in this Agreement would be a prohibited distribution under Code Section 409A(a)(2)(B)(i) of the Code). If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first business day following the end of the seventh applicable six-month following the date of Separation from Service period (or such earlier date upon which such amount amounts can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the ExecutiveParticipant’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 to the year following the year in which the expense was incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar yearParticipant.

Code Section 409A. All payments It is intended that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None each installment of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides benefits provided for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would shall be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed treated as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(21.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that this Agreement and payment of the amounts set forth in this Agreement shall (a) satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”), including under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), or (b) be construed and administered in accordance with Section 409A. However, if the Company (or, if applicable, the successor entity thereto) determines that the severance payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “nonqualified deferred compensation” under Section 409A and Executive is, on the date of Executive’s Separation from Service, a “specified employee” of the Company or any right successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments and benefits provided for in this Agreement shall be delayed as follows: on the earlier to occur of (i) the date that is six (6) months and one day after Executive’s Separation from Service or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall pay to Executive a series lump sum amount equal to the applicable payment or benefit that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of installment payments the payment of the payment or benefit had not been so delayed pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To Section 9(j). Notwithstanding the extent foregoing, the Company makes no representations that any the payments or reimbursements and benefits provided to the Executive under this Agreement are deemed to constitute compensation to comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive to which Treasury Regulation on account of non-compliance with 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.409A.

Code Section 409A. All payments To the extent applicable, it is intended that the Agreement be in accordance with the provisions of Code Section 409A. The Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Code Section 409A will have no force and effect until amended to comply therewith (which amendment may be made and benefits that may be provided pursuant retroactive to this Agreement are intended to qualify for an exclusion from the extent permitted by Code Section 409A). To the extent Code Section 409A applies, and notwithstanding anything contained herein to the contrary, for all purposes of this Agreement, the Code and any related regulations or other pronouncements thereunder (“Section 409A”Executive shall not be deemed to have had a termination of employment unless the Executive has incurred a separation from service as defined in Treasury Regulation §1.409A-1(h) and, to the extent not excludedrequired to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, payment of the amounts payable under the Agreement that would otherwise be payable during the six-month period after the date of termination shall instead be paid on the first business day after the expiration of such six-month period. In addition, for purposes of the Agreement, each amount to meet the requirements be paid and each installment payment shall be construed as a separate, identified payment for purposes of Code Section 409A. To With respect to expenses eligible for reimbursement under the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision terms of this Agreement, (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to any payment (including the provision of benefits) hereunder provides reimbursement does not provide for the a “deferral of compensation” within the meaning of Code Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.409A.

Code Section 409A. All payments In general, it is intended that may be made and benefits that may be all compensation provided pursuant to for under the terms of this Agreement are intended to qualify for an exclusion 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 any successor to such exemptions). Notwithstanding the foregoing, however, if any payments are deemed to be a form of nonqualified deferred compensation for purposes of Code Section 409A, the Parties intend that such compensation arrangements be structured so as to comply with the requirements of Code Section 409A and shall make reasonable efforts to cause such arrangements to comply with Code Section 409A. In this regard, all payments that are deemed to be subject to Code Section 409A will be considered to be separate payments and not a form of installment payments, any such payments that are triggered by a termination of employment 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 related regulations or other pronouncements thereunder (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 409A409A at the time of his “separation from service”) and, 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 not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment that reimbursements or benefit other in-kind benefits under this Agreement or otherwise shall not be deemed constitute “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision for purposes of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Code Section 409A, a “Separation from Service”). None (A) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the payments under this Agreement are intended to result taxable year following the taxable year in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out which such intentions. Howeverexpenses were incurred, the Company does not represent, warrant or guarantee that (B) any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (including the provision of benefitsC) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision the in-kind benefits provided, during a calendar any taxable year shall will not affect the expenses or benefits eligible for reimbursement, payment or provision the in-kind benefits to be provided, in any other calendar taxable year, and (D) any reimbursement shall be for expenses incurred during the period of time specified in 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 409A so that none of the payments and benefits to be provided hereunder shall be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein shall be interpreted to so comply.

Code Section 409A. All (a) The parties hereto intend that all benefits and payments to be made to the Participant hereunder will be provided or paid to him in compliance with all applicable provisions of Code Section 409A and the regulations issued thereunder, and the rulings, notices and other guidance issued by the Internal Revenue Service interpreting the same, and this Agreement shall be construed and administered in accordance with such intent. The parties also agree that this Agreement may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) andmodified, as reasonably requested by either party, to the extent not excludednecessary to comply with all applicable requirements of, and to avoid the imposition of any additional tax, interest and penalties under, Code Section 409A in connection with, the benefits and payments to be provided or paid to the Participant hereunder. Any such modification shall maintain the original intent and benefit to the Company and the Participant of the applicable provision of this Agreement, to meet the requirements of maximum extent possible without violating Code Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9409A. (b) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “a "separation from service” from " under Code Section 409A. In no event may the Company (within Participant, directly or indirectly, designate the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account calendar year of a failure payment. (c) Any payments hereunder that qualify for the "short-term deferral" exception or another exception under Code Section 409A(a)(1). The parties intend 409A shall be paid under the applicable exception. (d) Notwithstanding the foregoing or anything to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result contrary contained in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to if the extent that Participant is a "specified employee" at the right to any payment (including the provision time of benefits) hereunder provides for the “deferral of compensation” his "separation from service" within the meaning of Code Section 409A(d)(1)409A, then any payment hereunder designated as being subject to Code Section 409A and this Subsection shall not be made until the first business day after (i) the expiration of six (6) months from the date of his separation from service, or (ii) if earlier, the payment date of his death (the "Delayed Payment Date"). On the Delayed Payment Date, there shall be paid to the Participant or, if he has died, to his estate, in a single cash lump sum, an amount equal to the aggregate amount of the payments delayed pursuant to the preceding sentence. The term "specified employee" shall mean any individual who, at any time during the twelve (12) month period ending on the identification date (as determined by the Company or its delegate), is a “specified employee” under Code Section 409A, as determined by the Company (or providedits delegate). The determination of "specified employees," including the number and identity of persons considered "specified employees" and identification date, shall be made by the Company (or its delegate) in accordance with the following: (aprovisions of Sections 416(i) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) and 409A of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All payments that may be made The severance pay and severance benefits that may be provided pursuant to under this Agreement are intended to qualify for an exclusion be exempt from Internal Revenue Code Section 409A of the Code and any related regulations or other pronouncements thereunder (“Code Section 409A”) and, to and any ambiguous provision will be construed in a manner that is compliant with or exempt from the extent not excluded, to meet the requirements application of Code Section 409A. To In particular, the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject severance pay and benefits are intended to Section 409A to constitute a short-term deferral within the extent provided in the exceptions in 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(b)(9) or any other applicable exception or 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 would result in the imposition of an applicable tax under Code Section 409A. All payments of nonqualified deferred compensation subject 409A, the parties agree that such provision shall be reformed to the extent permissible under Code Section 409A to be made upon avoid imposition of the applicable tax, with such reformation effected in a termination of employment manner that has the most favorable tax result to the Executive. Notwithstanding any provision in this Agreement to the contrary, 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 may only is subject to Code Section 409A and is required to be made upon delayed under Code Section 409A because the Executive is a specified employee, that payment shall be payable on the earlier of (i) the first business day that is six months after the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None , (ii) the date of the payments under this Agreement are intended to result in Executive’s death, or (iii) the inclusion in Executive's federal gross income on account date that otherwise complies with the requirements of a failure under Code Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any 409A. This paragraph shall be applied by accumulating all payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision otherwise would have been paid within six months of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if and paying such accumulated amounts at on the time 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, each payment amount or times indicated in benefit due under this Agreement would will be considered a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the separate payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of and the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right entitlement to a series of installment payments pursuant to or benefits under this Agreement is to be treated as a right an entitlement to a series of separate payments. . With respect to any reimbursements that are nonqualified deferred compensation subject to Code Section 409A, (bi) To the extent that amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any payments other calendar year, (ii) the reimbursement must be made on or reimbursements provided to before the Executive under this Agreement are deemed to constitute compensation to the 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 last day of the calendar year following the calendar year in which the expense was incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year incurred and (iii) the right to reimbursement shall not affect the expenses be subject to liquidation or benefits eligible exchange for reimbursement, payment or provision in any other calendar yearbenefit. For purposes of this Agreement, “Separation from Service” means separation from service (within the 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 unincorporated trade or business or other 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 phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Internal Revenue Code Section 1563(a)(1), (2), and (3), and (ii) in applying Treasury Regulation Section 1.414(c)-2 for the purposes of determining trades or businesses (whether or not incorporated) that are under common control for the purposes of Internal Revenue Code Section 414(c), the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Treasury Regulation Section 1.414(c)-2.

Code Section 409A. All ​ (a) Any payments that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) andAgreement, to the extent not excludedof 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 meet 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. To Any terms not specifically defined shall have the extent permitted under meaning as set forth in Section 409A409A. ​ ​ (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 separate payment or benefit under provision of this Agreement or otherwise shall other plan or agreement to the contrary, Employee will not be deemed “nonqualified deferred compensation” subject to Section 409A entitled to the extent provided in payments until the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9earliest of: (a) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executivedate that is at least six months after Employee’s “separation from service” from the Company (within the meaning of as defined in Code Section 409A) for reasons other than Employee’s death, a “Separation from Service”). None (b) the date of Employee’s death, or (c) any earlier date that does not result in additional tax or interest to Employee under Code Section 409A. As promptly as possible after the end of the period during which payments are delayed under this Agreement are intended provision, the entire amount of the delayed payments shall be paid to result Employee in a single lump sum with any remaining payments to commence in accordance with the inclusion in Executive's federal gross income on account terms of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentionsor other applicable plan or agreement. However​ (d) Notwithstanding the foregoing, the Company does not represent, warrant or guarantee that any payments that may no payment shall be made pursuant to this Agreement will not result unless such termination of employment is a “Separation from Service” as defined in inclusion in Executive's gross income, or any penalty, pursuant to Code Section 409A(a)(1409A. ​ (e) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to To the extent that the right required to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of avoid accelerated taxation and/or tax penalties under Code Section 409A(d)(1)409A, the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything amounts reimbursable to the contrary in Employee under this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, Agreement shall be paid to Employee on or before the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first last day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 incurred and the amount of expenses or benefits eligible for reimbursement, payment reimbursement (and in-kind benefits provided to Employee) during one year may not affects amount reimbursable or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision provided in any subsequent year. ​ (f) The Bank makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to any such payment. Employee understands and agrees that Employee shall be solely responsible for the payment of any taxes, penalties, interest or other calendar year.expenses incurred by Employee because of non-compliance with Code Section 409A. ​

Code Section 409A. All payments A payment of any amount or benefit that may be made and benefits that may be provided pursuant is (i) subject to this Agreement are intended to qualify for an exclusion from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9and (ii) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon because of a termination of employment under shall not be made unless such termination is also a “separation from service” within the meaning of Section 409A and the regulations promulgated thereunder and, for purposes of any such provision of the Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” within the meaning of Section 409A. Notwithstanding any provision of this Agreement may only be made upon to the Executivecontrary, if at the time of Employee’s “separation from service” from the Company Employee is a “specified employee” (within the meaning of as defined under Section 409A), a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, then to the extent that the right any amount to any payment (including the provision which Employee is entitled in connection with his separation from service is subject to Section 409A, payments of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall such amounts to which Employee would otherwise be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive entitled during the six (6)-month 6) month period following the Executive’s Separation separation from Service if paying such amounts at service will be accumulated and paid in a lump sum on the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(iearlier of (i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following after the date of Separation the separation from Service service, or (ii) the date of Employee’s death. This paragraph shall apply only to the extent required to avoid Employee’s incurrence of any additional tax or such earlier date upon which such amount can be paid interest under Section 409A without resulting in a prohibited distribution, including as a result or any regulations or Treasury guidance promulgated thereunder. Notwithstanding any provision of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right the contrary, to a series of separate payments. (b) To the extent that any payment under the terms of this Agreement would constitute an impermissible acceleration or deferral of payments under Section 409A or reimbursements any regulations or Treasury guidance promulgated thereunder, or under the terms of any applicable plan, program, arrangement or policy of the Employer, such payments shall be made no earlier or later than at such times allowed under Section 409A or the terms of such plan, program, arrangement or policy. If any provision of this Agreement (or of any award of compensation) would cause Employee to incur any additional tax or interest under Section 409A or any regulations or Treasury guidance promulgated thereunder, Prosperity may reform such provision; provided that Prosperity shall (i) maintain, to the Executive under this Agreement are deemed to constitute compensation maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A and (ii) notify and consult with Employee regarding such amendments or modifications prior to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, effective date of any 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar yearchange.

Code Section 409A. All It is intended that all of the benefits and payments that may be made and benefits that may be provided pursuant to under this Agreement are intended to qualify for an exclusion from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) andsatisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A- 1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. If not excludedso exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Code Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to meet receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the requirements contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A. To 409A(a)(2)(B)(i), and if any of the extent permitted payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in timing of the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination Separation from Service will be delayed as follows: on the earlier to occur of employment under this Agreement may only be made upon (i) the Executive’s “separation from service” from date that is six months and one day after the Company (within the meaning effective date of Section 409A, a “your Separation from Service, and (ii) the date of the your death (such earlier date, the “Delayed Initial Payment Date”). None , the Company will (A) pay to you a lump sum amount equal to the sum of the payments under this Agreement are intended to result in upon Separation from Service that you would otherwise have received through the inclusion in Executive's federal gross income on account Delayed Initial Payment Date if the commencement of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does payments had not represent, warrant or guarantee that any payments that may be made been delayed pursuant to this Agreement will not result in inclusion in Executive's gross incomeparagraph, or any penalty, pursuant to Section 409A(a)(1and (B) or any similar state statute or regulation. Notwithstanding any other provision commence paying the balance of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) payments in accordance with the following: (a) applicable payment schedules set forth above. No interest will be due on any amounts so deferred. Notwithstanding anything to the contrary in this Agreement, no you shall be responsible for any taxes imposed on the recipient of the compensation or benefits, and benefits set forth in this Agreement including without limitation any severance payments or benefits payable taxes under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) 409A of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All payments that may be made The time and benefits that may be provided pursuant to this Agreement are form of payment of the Units is intended to qualify for an exclusion from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet comply with the requirements of Section 409A and this Agreement shall be interpreted in accordance with Section 409A. To Accordingly, no acceleration or deferral of any payment shall be permitted if it would cause the extent permitted under payment of the Units to violate Section 409A. In addition, notwithstanding any provision herein to the contrary, in the event that following the Grant Date, the Committee (as defined in the Plan) determines that it may be necessary or appropriate to do so, the Committee may adopt such amendments to the Plan and/or this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (a) exempt the Plan and/or the Units from the application of Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to this Award, or (b) comply with the requirements of Section 409A; provided, however, that this paragraph shall not create an obligation on the part of the Committee to adopt any such amendment, policy or procedure or take any such other action. For purposes of Section 409A, any the right to receive payment of Units at each Vesting Date shall be treated as a right to receive separate and distinct payments. No payment or benefit under this Agreement or otherwise hereunder shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon to you during the Executive’s six (6)-month period following your “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if Company determines that paying such amounts amount at the time or times indicated in this Agreement set forth herein would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code). If the payment of any such amounts is delayed as a result of the previous sentence, then within thirty (30) days following the amount end of any payment such six (6)-month period (or, if earlier, your death), the Company shall pay to you (or to your estate) the cumulative amounts that would have otherwise be paid been payable to the Executive you during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A period, without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate paymentsinterest. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All The intent of the parties is that payments that may be made (including settlements) and benefits that may be provided pursuant to this under the Agreement are intended to qualify for an exclusion exempt from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to comply with Section 409A to the extent provided in subject thereto, and, accordingly, to the exceptions in Treasury Regulation Section 1.409A-1(b)(4)maximum extent permitted, Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A the Agreement shall be interpreted and be administered to be made upon in exempt from or compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent 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 no payment shall be due to the Grantee under the Agreement on account of a termination of employment under this Agreement may only separation from service until the Grantee would be made upon the Executive’s considered to have incurred a “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the 409A. Any payments under this Agreement are intended to result described in the inclusion Agreement that are due within the “short-term deferral period” as defined in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does 409A shall not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulationtreated as deferred compensation unless Applicable Law requires otherwise. Notwithstanding any other provision of this anything to the contrary in the Agreement, to the extent that the right to any amounts are payable upon a separation from service and such payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) would result in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable accelerated taxation and/or tax penalties under Section 5 hereof409A, such payment, under the Agreement or any other agreement of the Company, shall be paid to made on the Executive during first business day after the date that is six (6)-month period 6) months following the Executive’s Separation such separation from Service service (or death, if paying such amounts at the time earlier). Each amount to be paid or times indicated in benefit to be provided under this Agreement would shall be construed as a prohibited distribution under separate identified payment for purposes of Section 409A(a)(2)(B)(i) 409A. The Company makes no representation that any or all of the Codepayments 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. If The Grantee shall be solely responsible for the payment of any such amounts taxes and penalties incurred under Section 409A. For purposes of making a payment under the Agreement, if any amount is delayed payable as a result of the previous sentencea Change of Control, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid extent required to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid avoid accelerated taxation and/or tax penalties under Section 409A without resulting in a prohibited distribution409A, including as a result of the Executive’s death). Each payment hereunder is intended to such event must also constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments409A CIC. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All To the extent a payment hereunder is, or shall become, subject to the application of Code Section 409A, the following shall apply: (a) The Company may delay payment hereunder only upon such events and conditions as the IRS may permit in generally applicable published regulatory or other guidance under Code Section 409A, including, without limitation, payments that the Company reasonably anticipates will be subject to the application of Code Section 162(m), or will violate Federal securities laws or other applicable law; provided that any such delayed payment will be made at the earliest date at which the Company reasonably anticipates that the making of the payment would not cause such a violation. (b) The time or schedule of payment hereunder may be made accelerated only upon such events and benefits that conditions as the IRS may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section 409A of the Code and any related regulations permit in generally applicable published regulatory or other pronouncements thereunder (“guidance under Code Section 409A”) and, including, without limitation, payment to a person other than Employee to the extent not excluded, necessary to fulfill the terms of a domestic relations order (as defined in Code Section 414(p)(1)(B)) or payment of the amount required to be included in income for Employee as a result of failure of this Agreement at any time to meet the requirements of Code Section 409A. To 409A with respect to Employee. (c) If, as of the extent permitted under Section 409Adate of Employee’s termination of employment, (i) any separate stock of the Company is publicly traded on an established securities market or otherwise; and (ii) a payment or benefit is payable under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject due to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only which is considered to be made upon the Executive’s a “separation from service” from for purposes of the Company rules under Treasury Regulation Section 1.409A-3(i)(2); and (within the meaning of Section 409A, iii) Employee is determined to be a “Separation from Service”specified employee” (as determined under Treasury Regulation Section 1.409A-1(i). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), then the payment shall be paid delayed until a date that is six (or provided6) in accordance months after the date of Employee’s termination of employment to the extent necessary to comply with the following: requirements of Code Section 409A and related Treasury Regulations; provided, however, that the payments to which Employee would have been entitled during such 6-month period, but for this subparagraph, shall be accumulated and paid to Employee without interest in a lump sum within ten (a10) Notwithstanding anything days following the date that is six (6) months following Employee’s termination date with the Company, and any remaining payments shall continue to be paid to Employee on their original schedule. If Employee dies during such six (6) month period and prior to the contrary in this Agreementpayment of the portion that is required to be delayed on account of Code Section 409A, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, such amount shall be paid to the Executive personal representative of Employee’s estate within sixty (60) days after Employee’s death. (d) Any reimbursements or in-kind benefits provided under this Agreement shall be made or provided at the times specified in this Agreement; provided, however, that (i) any reimbursement is for expenses incurred during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the of time or times indicated specified in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(iAgreement, (ii) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any payment that would otherwise other calendar year, (iii) the reimbursement of an eligible expense will be paid to made no later than the Executive during this period shall instead be paid to the Executive on the first last day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 calendar year following the year in which the expense was is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (e) This Agreement is intended to comply with the requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, as in effect from time to time. The amount To the extent a provision of expenses this Agreement is contrary to or benefits eligible for reimbursementfails to address the requirements of Code Section 409A and related Treasury Regulations, payment or provision during a calendar year this Agreement shall not affect be construed and administered as necessary to comply with such requirements to the expenses or benefits eligible for reimbursement, payment or provision in any other calendar yearextent allowed under applicable Treasury Regulations until this Agreement is appropriately amended to comply with such requirements.

Code Section 409A. All (a) Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payments that may be made and benefits that may set forth herein shall either be provided pursuant to this Agreement are intended to qualify for an exclusion exempt from the requirements of Section 409A of the Internal Revenue Code and any related regulations or other pronouncements thereunder of 1986, as amended (the “Section 409ACode”) or shall comply with the requirements of Code Section 409A and, accordingly, to the maximum extent not excludedpermitted, this Agreement shall be interpreted to meet 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. To the extent permitted under Section 409A409A and agree not to take any position, and to cause their affiliates, successors and assigns not to take any separate payment position, inconsistent with such interpretation for any reporting purposes, whether internal or benefit under external. (b) Notwithstanding anything in this Agreement or otherwise 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 benefits that constitute “nonqualified non-qualified deferred compensation” subject to within the meaning of Code Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) upon or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon following a termination of the Employee’s employment under this Agreement may only be made upon the Executive’s unless such termination is also a “separation from service” from the Company (within the meaning of Code Section 409A409A and, for purposes of any such provision of this Agreement, references to a “Separation termination,” “termination of employment” or like terms shall mean “separation from Service”). None service” and the date of such separation from service shall be treated as the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account date of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out termination for purposes of any such intentions. However, the Company does not represent, warrant payment or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulationbenefits. Notwithstanding any other provision of this Agreement, Agreement to the extent that contrary, if the right to any payment (including the provision of benefits) hereunder provides for the Employee is a “deferral of compensationspecified employee” within the meaning of Code Section 409A(d)(1)409A and the regulations issued thereunder, the and a payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated benefit provided for in this Agreement would be a prohibited distribution subject to additional tax under Code Section 409A(a)(2)(B)(i409A if such payment or benefit is paid within six (6) months after the Employee’s “separation from service” (within the meaning of the Code. If the payment of any such amounts is delayed as a result of the previous sentenceCode Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the amount of six-month period immediately following the Employee’s separation from service except as provided in the immediately following sentence. In such an event, any payment payments or benefits that would otherwise be paid to the Executive have been made or provided during this such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to the Executive Employee in a lump-sum cash payment on the earlier of (i) the first day regular payroll date of the seventh month following the date of Separation Employee’s separation from Service service or (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of ii) the Executive10th business day following the Employee’s death). Each payment hereunder . (c) It is intended to constitute a separate payment from that each other payment for purposes installment of Treasury Regulation Section 1.409A-2(b)(2), any severance payments and any right to a series of installment payments pursuant to benefits provided under this Agreement is to shall be treated as a separate “payment” for purposes of Code Section 409A. Neither the Employee nor the Company shall have the right to a series accelerate or defer the delivery of separate payments. (b) To 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 payments or reimbursements provided to other calendar year, (ii) the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts reimbursement of an eligible expense shall be paid made promptly and in all cases on or reimbursed reasonably promptly, but not later than December 31 before the last day of the calendar year following the year in which the expense was incurredis incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. The amount Notwithstanding anything contained herein to the contrary, if the period in which any general waiver and release of expenses or benefits eligible for reimbursementclaims may be executed overlaps two calendar years (regardless of when such release is actually executed), payment or provision during a then, to the extent required by Code Section 409A, any payments 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 affect occurred.” The Agreement, as amended by this Amendment, shall remain in full force and effect, and this Amendment shall be deemed to be incorporated into the expenses Agreement and made a part thereof. Except for the amendments expressly described herein, this Amendment shall not otherwise amend or benefits eligible for reimbursement, payment or provision in modify any other calendar yearprovision of the Agreement. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original and all 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 equally effective as delivery of an original executed counterpart of this Amendment.

Code Section 409A. All payments that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”a) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the The payments under this Agreement are intended to result either comply with or be exempt from Section 409A of the 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 needs to be revised to satisfy the requirements of Code Section 409A, then the Company shall use its reasonable efforts to modify such provision to the extent and in the inclusion manner necessary to be in Executive's federal gross income on account 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. Each payment under this Agreement is intended to be treated as one of a failure under series of separate payments for purposes of Code Section 409A(a)(1409A and Treas. Reg. §1.409A-2(b)(2)(iii) (or any similar or successor provisions). The parties intend to administer and interpret Notwithstanding anything in this Agreement to carry out such intentionsthe contrary, to the extent Employee is considered a “specified employee” (as defined in Code Section 409A and Treas. HoweverReg. §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 pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exception, the payment will be subject to the Six-Month Delay. The Company does not represent, warrant or guarantee that any payments that may be made pursuant to this in connection with the Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to satisfy all applicable provisions of Code Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision 409A. For purposes of this Agreement, with respect to the extent payments of any amounts that the right are considered to any payment (including the provision of benefits) hereunder provides for the be “deferral of deferred compensation” within the meaning subject to Code Section 409A, references to “termination of Section 409A(d)(1)employment”, the payment “termination”, or words and phrases of similar import, shall be paid (or provided) deemed to refer to Employee’s “separation from service” as defined in accordance Code Section 409A, and shall be interpreted and applied in a manner that is consistent with the following:requirements of Code Section 409A. (ab) Notwithstanding anything to the contrary in this Agreement, no compensation 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 benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, ) shall be paid or provided to Employee only to the Executive during extent that the six (6)-month period expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the Executivecalendar year in which Employee’s Separation “separation from Service if paying service” occurs; and provided further that such amounts at expenses are reimbursed no later than the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) last day of the Codethird calendar year following the calendar year in which Employee’s “separation from service” occurs. If To the payment extent any indemnification payment, expense reimbursement, or the provision of any such amounts in-kind benefit is delayed as a result of determined to be subject to Code Section 409A (and not exempt pursuant to the previous sentenceprior sentence or otherwise), then the amount of any such indemnification payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or the provision during a of any in-kind benefit, in one calendar year shall not affect the expenses or benefits eligible for reimbursement, indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar yearyear (except for any lifetime or other aggregate limitation applicable to medical expenses), and in no event shall any indemnification payment or expenses be 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 liquidation or exchange for another benefit.

Code Section 409A. All 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 that may be made and benefits that may be provided to Executive pursuant to this Agreement are also intended to qualify for an exclusion 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 any related regulations 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 other pronouncements thereunder penalties under Section 409A of the Code (“Section 409A409A Penalties”) and), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent not excluded, to meet the requirements of Section 409A. possible. To the extent permitted under Section 409A, any separate payment or benefit amounts under this Agreement or otherwise are payable by reference to Executive’s “termination of employment” such term and similar terms shall not be deemed “nonqualified deferred compensation” subject to Section 409A refer to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service,” within the meaning of Section 409A of the Code; provided, however, that whether such a separation from service has occurred shall be determined based upon a reasonably anticipated permanent reduction in the Company level of bona fide services to be performed to no more than 20% (or 49% if Executive shall no longer serve as an officer of the Employers) of the average level of bona fide services provided to the Employers in the immediately preceding 36 months. Executive 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 any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a “Separation from Service”). None 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 payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of two taxable years and (ii) if Executive is a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment specified employee (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1)409A of the Code) as of the date of Executive’s separation from service, the each such payment shall be that is payable upon Executive’s separation from service and would have been paid (or provided) in accordance with the following: (a) Notwithstanding anything prior to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereofsix-month anniversary of Executive’s separation from service, shall be paid delayed until the earlier to the Executive during the six occur of (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(iA) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following Executive’s separation from service or (B) the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended Any reimbursement payable to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments Executive pursuant to this Agreement is to shall be treated as a right to a series conditioned on the submission by Executive of separate payments. (b) To the extent that all expense reports reasonably required by Employer under any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would applyapplicable expense reimbursement policy, such amounts and shall be paid or reimbursed reasonably promptlyto Executive within 30 days following receipt of such expense reports, but not in no event later than December 31 the last day of the calendar year following the calendar year in which Executive incurred the expense was incurredreimbursable expense. The Any amount of expenses or benefits eligible for reimbursement, payment or provision in-kind benefit provided, during a calendar year shall not affect the amount of expenses or benefits eligible for reimbursement, payment or provision in 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. All payments that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment service to be made under this Agreement may only be made only upon the Executive’s a “separation from of service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1)409A of the Internal Revenue Code of 1986, as amended (the payment shall be paid (or provided“Code”) in accordance with and the following: (a) Department of Treasury regulations and other guidance promulgated thereunder. Notwithstanding anything any provision to the contrary in this Agreement, no compensation or benefitsif Employee is deemed by the Company at the time of Employee’s separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement that are deemed to be “deferred compensation” is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), such portion of Employee’s benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” with the Company or (ii) the date of Employee’s death. Upon the first business day following the Executive’s Separation from Service if paying such amounts at expiration of the time or times indicated in this Agreement would be a prohibited distribution under applicable Code Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentenceperiod, then the amount of any payment that would otherwise all payments deferred pursuant to this Section 9(g) shall be paid in a lump sum to the Executive during Employee, and any remaining payments due under this period Agreement shall instead be paid to the Executive on the first day as otherwise provided herein. For purposes of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Code Section 409A (including, without resulting in a prohibited distributionlimitation, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(21.409A-2(b)(2)(iii)), and any right to a series of installment each payments pursuant to under this Agreement is to shall be treated as a separate payment under a right to receive a series of separate payments. (b) To payments and, accordingly, each payment hereunder shall at all times be considered a separate and distinct payment. It is intended that all of the extent that any severance payments or reimbursements provided satisfy, to the Executive greatest extent possible, the exemptions from the application of Code Section 409A provided under of Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement are deemed to constitute compensation will be construed to the 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 incurredgreatest extent possible as consistent with those provisions. The amount Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of expenses any additional tax or benefits eligible for reimbursement, income recognition prior to actual payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.to Employee under Section 409A. NeoPhotonics Corporation Confidential Information

Code Section 409A. All payments that may For purposes of this letter agreement, a termination of employment will be made and benefits that may be provided pursuant determined consistent with the rules relating to this Agreement are intended to qualify for an exclusion a “separation from service” as defined in Section 409A of the Code and any related the regulations or other pronouncements thereunder (“Section 409A”) and). 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 excludedbe 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 meet the requirements 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 permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not letter agreement may be deemed classified as a “nonqualified deferred compensationshort-term deferral” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, such payment shall be deemed a “Separation short-term deferral, even if it may also qualify for an exemption from Service”). None Section 409A under another provision of the payments under Section 409A. Payments pursuant to this Agreement section are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any constitute separate payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning purposes of Section 409A(d)(1l.409A-2(b ), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i2) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate paymentsRegulations. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All It is the parties’ intention that payments that may under this ARTICLE 4 will be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion exempt from the requirements of Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, 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 the Agreement shall be construed and administered in a manner consistent with such intent. If any payment is or becomes subject to the extent not excludedrequirements of Section 409A, the Agreement, as it relates to meet such payment, is intended to comply with the requirements of Section 409A. To the extent permitted under Section 409AFurther, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” payments that are subject to the requirements of Section 409A may be accelerated or delayed only if and to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of otherwise permitted under Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made under the Agreement upon a termination of employment under this Agreement may only be made upon the Executive’s a “separation of service” as defined under Section 409A and any “separation from service” from shall be treated as a termination of employment. If the Company (within the meaning provision of a benefit or a payment is determined to be subject to Section 409A, then, if Employee is a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensationspecified employee” within the meaning of the Treasury Regulations issued pursuant to Section 409A(d)(1)409A as of Employee’s date of termination, no amount that constitutes a deferral of compensation that is payable on account of the payment Employee’s separation from service shall be paid to Employee before the date that is the first day of the seventh month after Employee’s date of termination or, if earlier, the date of Employee’s death (or provided) in accordance with the following: (a) “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, no compensation 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 benefitsprior to the expiration date set forth in the release or timely revokes Employee’s acceptance of the release thereafter, including without limitation the Employee shall not be entitled to any severance payments or benefits payable under otherwise conditioned on the release, and (ii) In any case where the employment termination date and the latest date the release revocation period could expire fall in two separate taxable years, any payments required to be made to the Employee that are conditioned on the release (and would otherwise be made in the earlier of such taxable years) shall be made in the later taxable year. Any payments that are delayed pursuant to this Section 5 hereof, (ii) shall be paid to in a lump sum on the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) latest of the Code. If date the payment of any such amounts is delayed as a result of Employee executes and does not revoke the previous sentencerelease (and the applicable revocation period has expired), then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first business day of the seventh month following in such later taxable year, or the date payment is otherwise due under the terms of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate paymentsAgreement. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All payments The Agreement and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Code Section 409A. The Plan and all Awards shall be administered, interpreted, and construed in a manner constituent with Code Section 409A or an exemption thereform. Should any provision of the Plan, the Agreement or any Award hereunder be found not to comply with, or otherwise be exempt from, the provisions of the Code Section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation or tax penalties under Section 409A, amounts that may would otherwise be made payable and benefits that may would otherwise be provided pursuant to this Agreement are intended to qualify for an exclusion Plan during the six-month period immediately following the Employee’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s termination date (or death, if earlier), with interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 409A 1274 of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) andCode, for the month in which payment would have been made but for the delay in payment required to avoid the extent not excluded, to meet imposition of an additional rate of tax on the requirements of Employee under Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All Any payments of nonqualified deferred compensation subject to Section 409A to be made under this Plan upon a termination of employment under this Agreement may shall only be made upon the Executive’s if such termination of employment constitutes a “separation from service” from under Section 409A. Notwithstanding the foregoing, the Company (within the meaning of Section 409A, a “Separation from Service”). None of makes no representations that the payments and benefits provided under this Agreement are intended to result Plan comply with Section 409A and in no event shall the inclusion in Executive's federal gross income Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Employee on account of a failure under non-compliance with Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.409A.

Code Section 409A. All payments that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments of the terms and conditions contained herein which were modified by this amendment constitute an amendment or reimbursements provided modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the Executive 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 other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the 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 required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to constitute be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from 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 and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the Executive prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts be paid during the six-month period following the termination shall be paid or reimbursed reasonably promptlyto the 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), but not later than as determined by the Bank based upon the 12-month period ending on each December 31 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 year 12-month period that begins on the April 1 following the year in which 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 expense was incurred. The amount of expenses or benefits eligible Employer for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other particular calendar year.”

Code Section 409A. All payments that may be made and benefits that may be provided pursuant The Employer makes no representations or warranties to Employee with respect to any tax, economic or legal consequences of this Agreement are intended or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of this Agreement shall be interpreted or construed to qualify transfer any liability for an exclusion from failure to comply with Code Section 409A or any other legal requirement from Employee or any other person to the Employer, any of its affiliates or any other person. The Employee, by executing this Agreement, shall be deemed to have waived any claim against the Code Employer, its affiliates and any related regulations other person with respect to any such tax, economic or legal consequences. However, the parties intend that this Agreement and the payments and other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet benefits provided hereunder shall be exempt from the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Code Section 409A to the maximum extent provided in possible, whether pursuant to the exceptions short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(41.409A‑1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9) 1.409A‑1(b)(9)(iii), or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to otherwise. To the extent Code Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant is applicable to this Agreement will not result in inclusion in Executive's gross income(and such payments and benefits), or any penaltythe parties intend that this Agreement (and such payments and benefits) shall comply with the deferral, pursuant to payout and other limitations and restrictions imposed under Code Section 409A(a)(1) or any similar state statute or regulation. 409A. Notwithstanding any other provision of this Agreement, Agreement to the extent that contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the right generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, with respect to any payment (including the provision payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to termination of benefits) hereunder provides for the “deferral of compensation” Employee's employment are intended to mean Employee's "separation from service," within the meaning of Code Section 409A(d)(1409A(a)(2)(A)(i). In addition, if the Employee is a "specified employee," within the meaning of Code Section 409A(a)(2)(B)(i), when the payment shall be paid (or provided) in accordance with Employee separates from service, within the following: (a) Notwithstanding anything meaning of Code Section 409A(a)(2)(A)(i), then to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid extent necessary to avoid subjecting Employee to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment imposition of any such additional tax under Code Section 409A, amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be payable under this Agreement during the six-month period immediately following Employee's separation from service shall not be paid to the Executive Employee during this period such period, but shall instead be accumulated and paid to Employee (or, in the Executive event of Employee's death, Employee's estate) in a lump sum on the first business day of the seventh month following the earlier of (a) the date of Separation that is six months after Employee's separation from Service (service or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar yearEmployee's death.

Code Section 409A. All payments (a) It is the intention of Company and Employee that may be made and benefits that may be provided pursuant to the provisions of this Agreement are intended to qualify for an exclusion either (i) provide compensation that is not deferred compensation, or (ii) provide compensation that is deferred compensation exempt from Section 409A of the Code, or (iii) provide deferred compensation that complies with Section 409A of the Code and any related the rules, regulations or and other pronouncements authorities promulgated thereunder (including the transition rules thereof) (collectively, “Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision and all provisions of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting construed and interpreted in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to manner consistent with this Agreement is to be treated as a right to a series of separate paymentsintent. (b) To the extent that Employee is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code and as determined in good faith by Company, notwithstanding the timing of payment provided in any payments other Section of this Agreement, no payment, distribution or reimbursements provided to the Executive benefit under this Agreement are deemed to constitute that constitutes a distribution of deferred compensation to (within the Executive to which meaning of Treasury Regulation Section 1.409A-3(i)(1)(iv1.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would applyotherwise be payable during the six-month period after separation from service will be made during such six-month period, and any such amounts shall payment, distribution or benefit will instead be paid on the first business day after such six-month period. (c) In the event that Company determines that any provision of this Agreement does not comply with 409A, Company will be entitled, without Employee’s consent, to amend or reimbursed reasonably promptlymodify such provision to comply with 409A; provided, but not later than December 31 however, that such amendment or modification will, to the greatest extent commercially practicable, maintain the economic value to Employee of the year following the year in which the expense was incurred. The amount such provision. (d) For purposes of expenses or benefits eligible for reimbursement409A, each installment of severance pay under Section 1.1(a) will be deemed to be a separate payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar yearas permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii).

Code Section 409A. All This Agreement is intended to be exempt from, or comply with, the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments that may be made and benefits that may be provided to Executive pursuant to this Agreement are also intended to qualify for an exclusion 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 any related regulations 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 other pronouncements thereunder penalties under Section 409A of the Code (“Section 409A409A Penalties”) and), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent not excluded, to meet the requirements of Section 409A. possible. To the extent permitted under Section 409A, any separate payment or benefit amounts under this Agreement or otherwise are payable by reference to Executive’s “termination of employment” such term and similar terms shall not be deemed “nonqualified deferred compensation” subject to Section 409A refer to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service,” within the meaning of Section 409A of the Code; provided, however, that whether such a separation from service has occurred shall be determined based upon a reasonably anticipated permanent reduction in the Company level of bona fide services to be performed to no more than 20% (or 49% if Executive shall no longer serve as an officer of the Employers) of the average level of bona fide services provided to the Employers in the immediately preceding 36 months. Executive 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 any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a “Separation from Service”). None 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 payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of two taxable years and (ii) if Executive is a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment specified employee (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1)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 payment shall be Code and is payable upon Executive’s separation from service and would have been paid (or provided) in accordance with the following: (a) Notwithstanding anything prior to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereofsix-month anniversary of Executive’s separation from service, shall be paid delayed until the earlier to the Executive during the six occur of (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(iA) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following Executive’s separation from service or (B) the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended Any reimbursement payable to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments Executive pursuant to this Agreement is to shall be treated as a right to a series conditioned on the submission by Executive of separate payments. (b) To the extent that all expense reports reasonably required by Employer under any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would applyapplicable expense reimbursement policy, such amounts and shall be paid or reimbursed reasonably promptlyto Executive within 30 days following receipt of such expense reports, but not in no event later than December 31 the last day of the calendar year following the calendar year in which Executive incurred the expense was incurredreimbursable expense. The Any amount of expenses or benefits eligible for reimbursement, payment or provision in-kind benefit provided, during a calendar year shall not affect the amount of expenses or benefits eligible for reimbursement, payment or provision in 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. All payments that may be made COC Benefits and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, reimbursements payable in cash to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments Executive under this Agreement are intended to result comply with the “short term deferral” exception specified in the inclusion in Executive's federal gross income on account of a failure Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), or otherwise be excepted from coverage under Section 409A(a)(1409A of the Code (“Section 409A”). The parties intend to administer and interpret this Agreement to carry out such intentions. HoweverIn addition, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross incomebe interpreted, operated, and administered by the Company to the extent deemed reasonably necessary to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A, including any penalty, pursuant to Section 409A(a)(1) temporary or any similar state statute or regulationfinal Treasury regulations and guidance promulgated thereunder. Notwithstanding any other provision of this AgreementAgreement to the contrary, to the extent that the right to any payment (including the provision reimbursement of benefits) hereunder provides for the expenses constitutes “deferral of deferred compensation” within the meaning of under Section 409A(d)(1)409A, the payment such reimbursement shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, provided no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 incurredincurred (or, where applicable, no later than such earlier time required by the Agreement). The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar reimbursed in one year shall not affect the expenses or benefits amount eligible for reimbursement, payment or provision reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year, and no amounts payable with respect to Executive’s equity interest (if any) in the Company shall offset or reduce amounts payable to the Executive under this Agreement. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole discretion of the Company. Notwithstanding any other provision of this Agreement to the contrary, if, at the time of Executive’s separation from service (as defined in Section 409A), Executive is a “Specified Employee”, then the Company will defer the payment or commencement of any nonqualified deferred compensation subject to Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following separation from service or, if earlier, the earliest other date as is permitted under Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six-month period or such shorter period, if applicable). Executive will be a “Specified Employee” for purposes of this Agreement if, on the date of Executive’s separation from service, Executive is an individual who is, under the method of determination adopted by the Company designated as, or within the category of executives deemed to be, a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination. 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 benefits that constitute “non-qualified deferred compensation” within the meaning of Section 409A upon or following a termination of Executive’s employment unless such termination is also a “separation from service” within the meaning of 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” and the date of such separation from service shall be the date of termination for purposes of any such payment or benefits. To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year; provided, however, that with respect to any reimbursements for any taxes which Executive would become entitled to under the terms of the Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the calendar yearyear following the calendar year in which Executive remits the related taxes.

Code Section 409A. All (a) The intent of the parties is that payments that may be made and benefits that may be provided pursuant to under this Agreement are intended to qualify for an exclusion from comply with Internal Revenue Code Section 409A of and the Code regulations and any related regulations or other pronouncements guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent not excludedpermitted, this Agreement shall be interpreted to meet be in compliance therewith. If the requirements Executive notifies the Employer (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent permitted under that any provision hereof is modified in order to comply with Code Section 409A, any separate payment or benefit under this Agreement or otherwise such modification shall not be deemed “nonqualified deferred compensation” subject to Section 409A made in good faith and shall, to the maximum extent provided in reasonably possible, maintain the exceptions in Treasury Regulation original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 1.409A-1(b)(4), Section 1.409A-1(b)(9409A. (b) or any other applicable exception or provision If the Executive is deemed on the date of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, to be a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensationspecified employee” within the meaning of that term under Code Section 409A(d)(1409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section or is otherwise deferred compensation under Code Section 409A, such payment or benefit shall be paid made or provided at the date which is the earlier of (or providedA) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during expiration of the six (6)-month period following the Executive’s Separation measured from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation such “separation from Service service” of the Executive, and (or such earlier B) the date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s deathdeath (the “Delay Period”). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes Upon the expiration of Treasury Regulation Section 1.409A-2(b)(2)the Delay Period, all payments and any right to a series of installment payments benefits delayed pursuant to this Agreement is to be treated as Section 16(b) (whether they would have otherwise been payable in a right to a series single sum or in installments in the absence of separate payments. (bsuch delay) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptlyto the Executive in a lump sum, but not later than December 31 and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement hereunder shall be made on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) Employer agrees to timely amend any and all employee benefit plans of Employer (including, without limitation, the EICP, the SERP Program, and the EBPP) and equity plan and grants applicable to Executive as the Employer determines in good faith to be required to comply with the requirements of Code Section 409A. (e) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits: (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 effect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided that the foregoing shall not be violated with regard to expenses covered by Code Section 105(h) that are subject to a limit related to the period in which the arrangement is in effect. Tax gross-up payments under the Agreement, if any, shall be paid in no event later than the end of the calendar year following the calendar year in which the expense was incurred. The Executive pays such tax. (f) Any Accrued Obligations payable under Section 5 shall be paid in accordance with the provisions of the applicable plan, program or payroll practice. (g) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (h) If under this Agreement, an amount is paid in two or more installments, for purposes of expenses or benefits eligible for reimbursementCode Section 409A, payment or provision during each installment shall be treated as a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar yearseparate payment.

Code Section 409A. All payments that may For purposes of this letter agreement, a “Separation” will be made and benefits that may be provided pursuant determined consistent with the rules relating to this Agreement are intended to qualify for an exclusion a “separation from service” as defined in Section 409A of the Code and any related the regulations or other pronouncements thereunder (“Section 409A”) and). 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 excludedbe 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 meet the requirements 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 permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not letter agreement may be deemed classified as a “nonqualified deferred compensationshort-term deferral” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, such payment shall be deemed a “Separation short-term deferral, even if it may also qualify for an exemption from Service”). None Section 409A under another provision of the payments under Section 409A. Payments pursuant to this Agreement section are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any constitute separate payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning purposes of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i1.409A-2(b)(2) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate paymentsRegulations. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All payments It is intended that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section 409A all of the Code benefits and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended satisfy, to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. Howevergreatest extent possible, the Company does not representexemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), warrant or guarantee that any payments that may be made pursuant to 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. If not result so exempt, this Agreement (and any definitions hereunder) will be construed in inclusion in Executive's gross incomea manner that complies with Code Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or any penaltyotherwise) will be treated as a right to receive a series of separate payments and, pursuant to Section 409A(a)(1) or any similar state statute or regulationaccordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to if you are deemed by the Executive during Company at the six (6)-month period following the Executive’s time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if paying any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of any portion of such amounts at the time or times indicated in this Agreement would be payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, the timing of the Code. If the payment of any such amounts is payments upon a Separation from Service will be delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive follows: on the first earlier to occur of (i) the date that is six months and one day after the effective date of the seventh month following your Separation from Service, and (ii) the date of the your death (such earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to you a lump sum amount equal to the sum of the payments upon Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments had not been delayed pursuant to this Agreement is to be treated as a right to a series of separate payments. paragraph, and (bB) To commence paying the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 balance of the year following payments in accordance with the year in which the expense was incurredapplicable payment schedules set forth above. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in No interest will be due on any other calendar year.amounts so deferred. Page Seven

Code Section 409A. All (i) The intent of the parties is that payments that may be made and benefits that may under this Agreement be provided 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 permitted, this Agreement 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 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 intended subject to qualify for an exclusion from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate delayed payment or benefit distribution of all or any portion of such amounts to which Executive is entitled under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject is required in order to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to the Executive during this period shall instead be paid to the Executive in a lump sum on the first day earlier of (A) the seventh month date that is six (6)-months following Executive’s Separation from Service, (B) the date of Separation from Service Executive’s death or (or such earlier C) the earliest date upon which such amount can be paid as is permitted under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death)Code. Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment Any remaining payments pursuant to this due under the Agreement is to shall be treated paid as a right to a series of separate paymentsotherwise provided herein. (biii) 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 or reimbursements provided to the Executive payable under this Agreement are deemed shall be subject to constitute compensation 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 Executive to which 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 benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts and shall be paid on or reimbursed reasonably promptly, but not later than December 31 before the last day of the Executive’s taxable year following the taxable year in which Executive incurred the expense was incurredexpenses. The amount of expenses reimbursed or in-kind benefits eligible for reimbursement, payment or provision during a calendar payable in one year shall not affect the expenses or benefits amount eligible for reimbursement, payment reimbursement or provision in-kind benefits payable in any other calendar yeartaxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. All payments that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from In view of uncertainty surrounding the recently enacted Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. HoweverCode, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent believes that the right to any payment (including the provision of benefits) hereunder provides for the Units may constitute “deferral of deferred compensation” within the meaning of Section 409A(d)(1)409A of the Code, and it is the intention and belief of Mattel that the Units comply in all respects with Section 409A of the Code. If Mattel determines after the Grant Date that an amendment to this Grant Agreement is necessary or advisable to ensure the foregoing, it may make such amendment, effective as of the Grant Date or at any later date, without the consent of the Holder. Consistent with the aim of compliance with Section 409A, the payment Settlement Date with respect to any Unit shall be paid the first to occur of (or providedi) in accordance with the following: (a) Notwithstanding anything scheduled vesting date of such Unit pursuant to the contrary in this Agreementfirst sentence of Section 3, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to (ii) (x) if the Executive during Holder is not a “specified employee” (within the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under meaning of Section 409A(a)(2)(B)(i) of the Code) (a “Specified Employee”), the date of the Holder’s Severance, or (y) if the Holder is a Specified Employee, the date which is six months after the date of such Severance, (iii) the date of the Holder’s death, (iv) the date of the Holder’s Disability (but only if such Disability qualifies the Holder as “disabled” with the meaning of Section 409A(a)(2)(A)(ii) of the Code), and (v) the date of a Change in Control (but only if such Change in Control qualifies as an event described in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder). If In the payment event that there occurs a Change in Control that does not qualify as an event described in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder, the amount that shall be provided on the applicable Settlement Date (if such Settlement Date occurs following such Change in Control) in settlement of any such amounts is delayed Unit that vested as a result of such Change in Control shall be a cash amount that equals the previous sentence, then the amount Fair Market Value of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day a share of the seventh month following Common Stock as of the date of Separation from Service such Change in Control, plus interest thereon through the Settlement Date at the federal funds rate (as reported in the Wall Street Journal or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of any other information source reasonably selected by the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2Committee), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate paymentscompounded daily. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All payments that may be made and benefits that may be provided pursuant to Notwithstanding any provision of this Agreement are intended to the contrary, in the event that any delivery of Shares to the Participant is made upon, or as a result of the Participant’s termination of employment (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 exclusion applicable exemption from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit 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 otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to (ii) six (6) months and one (1) day following the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a Participant’s termination of employment under this Agreement may only be made upon (the Executive’s “separation from service” from Delay Period”). For purposes of applying the Company (within the meaning provisions of Section 409A, a “Separation from Service”). None each group of 25% of the payments under this Agreement are intended to result in total Restricted Stock Units granted hereunder that would normally vest on the inclusion in Executive's federal gross income on account Initial Vesting Date and each anniversary of a failure the Initial Vesting Date thereafter under Section 409A(a)(1)2(a) shall be treated as a separate payment. The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision For purposes of this Agreement, to the extent that the right Restricted Stock Units (or applicable portion thereof) are subject to any payment (including the provision of benefits) hereunder provides for Section 409A, the terms “deferral ceases to be employed”, “termination of compensationemployment” within and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A. Restricted Stock Units are generally intended to be exempt from Section 409A as short-term deferrals and, accordingly, the meaning terms of this Agreement shall be construed to preserve such exemption. To the extent that Restricted Stock Units granted under this Agreement are subject to the requirements of Section 409A(d)(1)409A, the payment this Agreement shall be paid (or provided) interpreted and administered in accordance with the following: (a) Notwithstanding anything intent that the Participant not be subject to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable tax under Section 5 hereof409A. Neither the Company nor any of its Subsidiaries, shall be paid liable to any Participant (or any other individual claiming a benefit through the Executive during Participant) for any tax, interest, or penalties the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed Participant might owe as a result of participation in the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)Plan, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Participant from the obligation to pay any right to a series of installment payments taxes pursuant to this Agreement is to be treated as a right to a series of separate paymentsSection 409A, unless otherwise specified. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.

Code Section 409A. All payments that may be made and benefits that may be provided pursuant The Employer makes no representations or warranties to Employee with respect to any tax, economic or legal consequences of this Agreement are intended or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of this Agreement shall be interpreted or construed to qualify transfer any liability for an exclusion from failure to comply with Code Section 409A or any other legal requirement from Employee or any other person to the Employer, any of its affiliates or any other person. Employee, by executing this Agreement, shall be deemed to have waived any claim against the Code Employer, its affiliates and any related regulations other person with respect to any such tax, economic or legal consequences. However, the parties intend that this Agreement and the payments and other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet benefits provided hereunder shall be exempt from the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Code Section 409A to the maximum extent provided in possible, whether pursuant to the exceptions short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9) 1.409A-1(b)(9)(iii), or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to otherwise. To the extent Code Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant is applicable to this Agreement will not result in inclusion in Executive's gross income(and such payments and benefits), or any penaltythe parties intend that this Agreement (and such payments and benefits) shall comply with the deferral, pursuant to payout and other limitations and restrictions imposed under Code Section 409A(a)(1) or any similar state statute or regulation. 409A. Notwithstanding any other provision of this Agreement, Agreement to the extent that contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the right generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, with respect to any payment (including the provision payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to termination of benefits) hereunder provides for the Employee’s employment are intended to mean Employee’s “deferral of compensationseparation from service,” within the meaning of Code Section 409A(d)(1409A(a)(2)(A)(i). In addition, if Employee is a “specified employee,” within the meaning of Code Section 409A(a)(2)(B)(i), when Employee separates from service, within the payment meaning of Code Section 409A(a)(2)(A)(i), then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Employee’s separation from service shall not be paid to Employee during such period, but shall instead be accumulated and paid to Employee (or providedor, in the event of Employee’s death, Employee’s estate) in accordance with a lump sum on the followingfirst business day following the earlier of (a) the date that is six months after Employee’s separation from service or (b) Employee’s death. 6. Appendix A Subsection (a) is amended to read as follows: (a) Notwithstanding anything to the contrary in A “Board Change” which, for purposes of this Agreement, no compensation shall have occurred if individuals who, as of the date of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or benefitsnomination for election by the Employer’s shareholders, including without limitation any severance payments or benefits payable under Section 5 hereof, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying considered as though such amounts at the time or times indicated in this Agreement would be individual were a prohibited distribution under Section 409A(a)(2)(B)(i) member of the Code. If the payment of Incumbent Board, but excluding for this purpose, any such amounts is delayed individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the previous sentenceSecurities Exchange Act of 1934, then as amended (the amount “Exchange Act”)) or other actual or threatened solicitation of any payment that would otherwise be paid to proxies or consents by or on behalf of a Person (as hereinafter defined) other than the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the 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 expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.Board; or

Code Section 409A. All payments that may be made and benefits that may be provided Payments pursuant to this Agreement are intended to qualify for an exclusion comply with or be exempt from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) andand accompanying regulations and other binding guidance promulgated thereunder, and the provisions of this Agreement will be administered, interpreted and construed accordingly. This Agreement shall be interpreted to avoid any additional tax or premium interest applicable under Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring any additional tax or premium interest applicable under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter permitted under Section 409A when any such additional tax or premium interest applicable will not be imposed. Accordingly, to the extent not excludeda payment hereunder is, or shall become, subject to meet the requirements application of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit the following shall apply: (a) If, as of the date of Employee’s termination of employment, the Employee constitutes a “specified employee” as determined under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(41.409A-1(i), Section 1.409A-1(b)(9then any payments or reimbursements the Employee would otherwise be entitled to during the first six (6) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon months following the ExecutiveEmployee’s “separation from service” from the Company (service within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1409A(a)(2)(A)(i) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be accumulated and paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive lump sum on the earlier of (1) the first business day of the seventh month following the date that is six (6) months after the date of Separation from Service Employee’s termination of employment, (2) the Employee’s date of death or (3) such earlier date upon which such amount can payment or benefit may be paid or provided under Section 409A without resulting being subject to the additional tax or premium interest applicable under Section 409A. In the case of any payments due under Section 7(a)(v) that must be delayed as provided under this Section, such payments shall be deposited upon consummation of the Corporate Change in the grantor trust established under Section 8(a)(i) and invested in a prohibited distribution, including similar manner as other amounts held in such trust and paid in a result of lump sum (plus interest accrued thereon) at the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)earliest date as determined in the immediately preceding sentence, and any right remaining payments due under the Agreement shall be paid as otherwise provided herein. If Employee dies during such six (6) month period and prior to a series the payment of installment payments pursuant to this Agreement the portion that is required to be treated as a right delayed under Section 409A, such amount shall be paid to a series the personal representative of separate paymentsEmployee’s estate within thirty (30) days after Employee’s death. (b) To With respect to any group health plan, for the extent period of time following the period of time during which Employee would be entitled (or would, but for this Agreement, be entitled) to continuation coverage under a group health plan of the Company under Section 4980B of the Code if Employee elected such coverage and paid the applicable premiums (generally, after 18 months), Employee (or Employee’s spouse or dependents, if applicable) shall pay the full cost of the benefits as determined under the then current practices of the Company on a monthly basis, provided, that any payments the Company shall reimburse Employee (or Employee’s spouse or dependents, if applicable) for such costs. With respect to coverage other than group health plan coverage (e.g., life insurance coverage), for all period such coverage is to be provided, Employee (or Employee’s spouse or dependents, if applicable) shall pay the full cost of such coverage and the Company shall reimburse to Employee (or Employee’s spouse or dependents, if applicable) the amount of the cost of the coverage. Any reimbursements by the Company required under this paragraph shall be made on a regular, periodic basis within thirty (30) days after such reimbursable amounts are incurred; provided that, before such reimbursement, Employee (or Employee’s spouse or dependents, if applicable) has submitted or the Company possesses the applicable and appropriate evidence of such expense(s). Any reimbursements provided during one taxable year of Employee shall not affect the expenses eligible for reimbursement in any other taxable year of Employee (with the exception of applicable lifetime maximums applicable to medical expenses or medical benefits described in Section 105(b) of the Executive Code). (c) Any reimbursements or in-kind benefits provided under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid made or reimbursed reasonably promptlyprovided at the times specified in this Agreement; provided, however, that (i) any reimbursement for expenses shall be made only for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made within 30 days of the end of the month in which appropriate request for such reimbursement is made by Employee but not no later than December 31 the last day of the calendar year following the year in which the expense was is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (d) To the extent compensation under the Agreement that is subject to Section 409A becomes subject to Federal Insurance Contributions Act (FICA) tax imposed under Section 3101, 3121(a), or 3121(v)(2) of the Code, a payment shall be paid to Employee to pay such taxes. In addition, a payment shall be made to Employee to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA amount, and to pay the additional income tax at source on wages attributable to the pyramiding Section 3401 wages and taxes. The total payment under this provision shall be equal to but not greater than the aggregate of the FICA and the income tax withholding related to such FICA. (e) A payment shall be made to Employee at any time the Agreement fails to meet the requirements of Section 409A. Such payment shall be equal to but not greater than the amount required to be included in income as a result of expenses or benefits eligible for reimbursement, the failure to comply with the requirements of Section 409A. (f) If a payment or provision during a calendar year shall not affect of any benefit hereunder is subject to additional taxation or premium interest under Section 409A, the expenses Parties agree to cooperate to the fullest extent in pursuit of any available corrective relief, as provided under the terms of Internal Revenue Service Notices 2008-113, 2010-6, or benefits eligible for reimbursement2010-80, payment or provision in any other calendar year.corresponding subsequent guidance, from the Section 409A additional income tax and premium interest tax