Common use of Code Section 409A Clause in Contracts

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. The parties intend that Payments made pursuant to this Agreement are intended to be exempt from, or to otherwise comply with, Section 409A of the Code and the benefits provided hereunder Treasury regulations and guidance issued thereunder (collectively, “Code Section 409A”). Accordingly, other provisions of the Plan or this Agreement notwithstanding, the provisions of this Section 25 will apply in order that the Awarded Units, and related dividend equivalents and any other related rights, will be interpreted and construed to exempt from or otherwise comply with Code Section 409A 409A. In addition, the Company and the Committee reserve the right, to the extent applicable theretothe Company or the Committee deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all Awarded Units, and related dividend equivalents and any other related rights, are exempt from or otherwise comply, and in operation comply, with Code Section 409A (including, without limitation, the avoidance of penalties thereunder). The time Other provisions of the Plan and form of payment of incentive compensationthis Agreement notwithstanding, disability benefitsthe Company makes no representations that the Awarded Units, severance paymentsand related dividend equivalents and any other related rights, expense reimbursements and payments of in-kind benefits described herein will be made exempt from or avoid any penalties that may apply under Code Section 409A, makes no undertaking to preclude Code Section 409A from applying to the Awarded Units and related dividend equivalents and any other related rights, and will not indemnify or provide a gross up payment to a Participant (or his beneficiary) for any taxes, interest or penalties imposed under Code Section 409A. The settlement of Awarded Units that constitute nonqualified deferred compensation within the meaning of Code Section 409A (“409A Awarded Units”) may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate the vesting of 409A Awarded Units, without changing the settlement terms of such 409A Awarded Units. In the case of any settlement of 409A Awarded Units during a specified period following any date triggering a right to settlement, the Participant shall have no influence on any determination as to the tax year in accordance with which the applicable sections of settlement will be made. Notwithstanding any other provision in this Agreement, provided that with respect to termination of employment for reasons other than death, if the payment at such time can be characterized as Participant is a “short-term deferralspecified employee” for purposes of Code Section 409A or as otherwise exempt from of the provisions date of the Participant’s Termination of Service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, or if any portion (ii) is payable upon the Participant’s Termination of Service for a reason other than death, and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409AParticipant’s Termination of Service, such portion of the payment will shall be delayed until and paid to the earlier to occur of Participant on the Executive’s death or the date day that is six months and one day following the ExecutiveParticipant’s termination Termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. FurtherService or, if earlier, within ninety (90) days following the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the ExecutiveParticipant’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executivedeath.

Code Section 409A. The parties intend It is intended that any amounts payable under this Agreement and the benefits provided German American’s and Employee’s exercise of authority or discretion hereunder shall be interpreted and construed to exempt from or comply with Code Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) so as not to subject Employee to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments any interest or additional tax imposed under Section 409A of in-kind benefits described herein will be made in accordance with the applicable sections Code. In furtherance of this Agreementintent, provided that with respect to termination of employment (a) for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A any amount payable in two or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409Amore installments, each separately identifiable amount to which the Executive is entitled will installment shall be treated as a separate payment. In addition, (b) if, due to the circumstances giving rise to any lump sum payment or payments under this Agreement, the disability benefits and severance date of payment or the commencement of such payments will thereof must be treated as a series of separate payments. Although the Company intends delayed for six months following Employee’s separation from service in order to administer the Agreement so that it will comply with meet the requirements of Section 409A(a)(2)(B) of the Code applicable to “specified employees,” then such payment or payments shall be so delayed and paid upon expiration of such six month period and (b) each payment which is to be paid during a designated period that begins in a first taxable year and ends in a second taxable year shall be paid in the second taxable year. 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 affect 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 409A105(h) that are subject to a limit related to the period in which the arrangement is in effect. Any expense or other reimbursement payment made pursuant to this Agreement or any plan, program, agreement or arrangement of the German American referred to herein, shall be made on or before the last day of the taxable year following the taxable year in which such expense or other payment to be reimbursed is incurred. To the extent that any Treasury regulations, guidance or changes to Section 409A would result in the Employee becoming subject to interest and additional tax under Section 409A of the Code, the Company does not represent or warrant that the German American and Employee agree to amend this Agreement will comply in order to bring this Agreement into compliance with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.++THE REMAINDER OF THIS PAGE IS BLANK++ ++THE SIGNATURE PAGE FOLLOWS++

Code Section 409A. With respect to any payments or benefits hereunder that are subject to Code Section 409A and any official guidance and regulations issued thereunder (together “Code Section 409A”) and that are payable on account of Executive’s termination of employment, such payments shall only be made if and when such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A. The Company may adjust any payment hereunder that the Company determines is necessary to avoid liability or obligation under Code Section 409A but such adjustments shall ensure that the payments are made in a manner that is as close to the terms of this Agreement as possible. Notwithstanding anything to the contrary contained in this Agreement, all reimbursements for costs and expenses under this Agreement will be paid in no event later than the end of the calendar year following the calendar year in which Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. In the event that the period for Executive to execute any required release and the Company’s obligation to pay any amount referenced in the section straddles two (2) calendar years, the payment will be made in the later calendar year. The Company makes no representations or warranties to Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of the Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from Executive or any other individual to the Company or any of its affiliates. Executive, by executing this Agreement, shall be deemed to have waived any claim against the Company with respect to any such tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder. However, the parties intend that this Agreement and the payments and other benefits provided hereunder be interpreted and construed to comply with exempt from the requirements of Code Section 409A to the maximum extent applicable thereto. The time and form of payment of incentive compensationpossible, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with whether pursuant to the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A or as otherwise exempt from is applicable to this Agreement (and such payments and benefits); the provisions of parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A409A. Notwithstanding any other provision of this Agreement to the contrary, or this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. In addition, if any portion of the payment cannot be so characterized, and the Executive is a “specified employee,” within the meaning of Code Section 409A, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, such portion of amounts that would otherwise be payable under this Agreement during the payment will be delayed until the earlier to occur of the six (6) month period immediately following Executive’s “separation from service” for reasons other than Executive’s death or (except those payments that may be exempt from 409A by virtue of the short-term deferral exception to 409A) shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive in a lump sum on the first business day after the date that is six (6) months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive separation from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executiveservice.

Code Section 409A. The parties intend It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the benefits provided hereunder be interpreted and construed Executive agree to work together in good faith in an effort to comply with Code Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time, provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent applicable thereto. The time and form required in order to avoid accelerated taxation and/or tax penalties under Section 409A of payment of incentive compensationthe Code, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will the Executive shall not be made in accordance considered to have terminated employment with the applicable sections Company for purposes of this Agreement, provided Agreement and no payments shall be due to him under this Agreement that with respect to are payable upon his termination of employment for reasons other than death, the payment at such time can until he would be characterized as considered to have incurred a “short-term deferralseparation from service” for purposes from the Company within the meaning of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and Code. To the Executive is a “specified employee” extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A, such portion 409A of the payment will Code, amounts that would otherwise be delayed until payable and benefits that would otherwise be provided pursuant to this Agreement during the earlier to occur of the Executive’s death or the date that is six months and one day six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (the “Delay Period”or upon his death, if earlier). Upon the expiration In addition, for purposes of the Delay Periodthis Agreement, all payments and benefits delayed pursuant each amount to this section will be paid or reimbursed benefit to be provided to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or otherwisein-kind benefits provided under the terms of this Agreement, continue (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to vest upon the Executive’s termination of employment, and are deemed extent that the right to reimbursement does not provide for a “deferral of compensation” (as such term is described under Code within the meaning of Section 409A), the equity-based awards will not be settled or released until the expiration 409A of the Delay Period. For purposes of applying the provisions of Code Section 409ACode, each separately identifiable amount provided that with respect to any reimbursements for any taxes to which the Executive is becomes entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with under the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will payment of such reimbursements shall be liable to made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive (or any other individual claiming a benefit through remits the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreementrelated taxes, and (c) the Company and its subsidiaries will have no obligation right to indemnify reimbursement or otherwise protect the Executive from the obligation in-kind benefit shall not be subject to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation liquidation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executiveexchange for another benefit.

Code Section 409A. The parties intend that this This Agreement and the benefits provided hereunder be interpreted and construed is intended to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent 409A and shall be construed accordingly. Any payments or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers distributions to be made to Executive under this Agreement in upon a manner consistent with the terms separation from service of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) amounts classified as “nonqualified deferred compensation” for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application purposes of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of and not exempt from Code Section 409A, other shall in no event be made or commence until six months after Executive’s Section 409A Separation from Service. Any reference to a payment being exempt (or not exempt) from Code Section 409A refers to any applicable exemption available under Section 409A, including, without limitation, the short-term deferral rule and severance pay exemptions as provided in Code Section 409A and the Treasury Regulations. Each payment under this Agreement (whether of cash, property or benefits) shall be treated as a separate payment for purposes of Code Section 409A. Where this Agreement provides that a payment will be made upon a specified date or during a specified period, such date or period, as required by Code Section 409(A), but in no way to detract from or excuse the payment deadlines set forth in the operative provisions above in this Agreement, will be the Code Section 409A “payment date” or “payment period”, and actual payment will be made no later than the latest date permitted under Code Section 409A and the regulations thereunder (generally, by the later of the end of the calendar year in which the payment date falls, or the fifteenth day of the third calendar month after the payment date occurs). To the extent that any payments made pursuant to this Agreement are reimbursements exempt from Code and/or Section 409A, the amount of such payments during any rulescalendar year shall not affect the benefits provided in any other calendar year, regulations and the right to any such payments shall not be subject to liquidation or other regulatory guidance issued under such statutory provisions andexchange for another benefit or payment. As required by Code Section 409A, but in each case, without material diminution no way to detract from or excuse the payment deadlines set forth in the value operative provisions above in this Agreement, the payment date for any reimbursements shall in no event be later than the last day of the payments or benefits to calendar year immediately following the Executivecalendar year in which the reimbursed expense was incurred.

Code Section 409A. The parties intend that Notwithstanding anything to the contrary in this Agreement and the benefits provided hereunder be interpreted and construed to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that solely with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion timing of the payment cannot be so characterizedof any severance payments or benefits other than payment on account of Executive’s termination due to Executive’s death, and the if Executive is a “specified employee” under within the meaning of Section 409A of the Code and any regulations and guidance promulgated thereunder (“Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable ) at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the of Executive’s termination of employment, then to the extent any severance payments payable to Executive pursuant to this Agreement, and any other severance payments or separation benefits are deemed a plan or part of a plan providing for the “deferral of compensation” under Section 409A (as such term is described under Code Section 409A)together, the equity-based awards “Deferred Compensation Separation Benefits”) otherwise due to Executive on or within the six (6) month period following Executive’s termination of employment will not be settled or released until accrue during such six (6) month period and will become payable in a lump sum payment on the expiration date six (6) months and one (1) day following the date of Executive’s termination of employment, unless Executive dies following the Delay Period. For purposes termination of applying her employment, in which case, the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled Deferred Compensation Separation Benefits will be treated paid to the personal representative of Executive’s estate (which shall be Executive’s living trust, or if there is none, her probate estate) as a separate paymentsoon as practicable following her death. In additionAll subsequent Deferred Compensation Separation Benefits, the disability benefits and severance payments if any, will be treated as a series payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of separate payments. Although the Company intends this Agreement to administer the Agreement so that it will comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or and any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers ambiguities herein will be liable interpreted to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executiveso comply.

Code Section 409A. The parties intend This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder be interpreted and construed are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections Notwithstanding any provision of this AgreementAgreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment canCompany shall not be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier required to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive assume any increased economic burden in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate paymentsconnection therewith. Although the Company intends to administer the this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will shall be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the this Agreement, and the Company and its subsidiaries will shall have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of If any payment or reimbursement, or portion thereof, under this Agreement will would be construed in deemed to be a manner in favor deferral of complying with any applicable requirements compensation not exempt from the provisions of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application and would be considered a payment upon a separation from service for purposes of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order and Executive is determined to comply with the provisions of be a "specified employee" under Code Section 409A, other applicable provisions then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in Termination of Executive's Employment (the value "Delay Period"). Upon the expiration of the Delay Period, the payments or benefits delayed pursuant to the Executivethis Section 14 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 14 shall be payable in accordance with their original payment schedule.

Code Section 409A. The parties intend It is intended that any amounts payable under this Agreement will, to the greatest extent possible, be exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended, and the benefits provided hereunder notices, regulations and other guidance of general applicability issued thereunder (“Code Section 409A”), and this Agreement will be interpreted construed in a manner that will preclude the imposition of additional taxes and construed interest imposed under Code Section 409A. This Agreement will be amended (as determined by the Company) to the extent necessary to comply with Code Section 409A 409A. In all cases, for purposes of compliance with Code Section 409A, “termination of employment” will have the same meaning as “separation from service” as defined in Code Section 409A. Further, notwithstanding any provision to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made contrary in accordance with the applicable sections of this Agreement, provided that with respect if Executive is deemed by the Company (or any successor entity thereto) at the time of Executive’s separation from service to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferralspecified employee” for purposes of Code Section 409A or as otherwise exempt from within the provisions meaning of Code Section 409A, or and if any portion of the payment cannot payments upon separation from service set forth herein are deemed to be so characterized“deferred compensation,” then, and to the Executive is a “specified employee” under extent required for compliance with Code Section 409A, such portion payments will not commence prior to the earliest of (i) the expiration of the payment will be delayed until six-month period measured from the earlier to occur date of Executive’s separation from service with the Company, (ii) the date of Executive’s death or the (iii) such earlier date that is six months and one day following the Executive’s termination of employment as permitted under Code Section 409A (hereinafter, the “Delay PeriodDelayed Commencement Date”). Upon On the expiration of Delayed Commencement Date, the Delay Period, Company will pay all payments and benefits delayed pursuant to this section will be paid or reimbursed paragraph to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form paid as such otherwise provided herein. No interest shall be due on any amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate paymentso deferred. In addition, the disability benefits and severance payments no event whatsoever will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any additional tax, interest, or penalties the penalty that may be imposed on Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of by Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order damages for failing to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.409A.

Code Section 409A. The parties intend Agreement is intended to comply with, or be exempt from, Code Section 409A. Executive acknowledges that this if any provision of the Agreement (or of any award of compensation or benefits) would cause Executive to incur any additional tax, interest or penalties under Code Section 409A, such additional tax, interest or penalties shall solely be Executive’s responsibility. Pursuant to Code Section 409A, any reimbursement of expenses made under the Agreement (including payments related to health and dental expenses under Sections 5 through 7), shall only be made for eligible expenses incurred during the Term of Employment, and no reimbursement of any expense shall be made by the Company after December 31st of the year following the calendar year in which the expense was incurred. The amount eligible for reimbursement under the Agreement during a taxable year may not affect expenses eligible for reimbursement in any other taxable year, and the benefits provided hereunder be interpreted and construed right to comply with Code Section 409A reimbursement under the Agreement is not subject to the extent applicable theretoliquidation or exchange for another benefit. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for For purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, each payment under this Agreement shall be deemed to be a separate payment. Except as permitted under Code Section 409A, any deferred compensation (within the meaning of Code Section 409A) payable to Executive under the Agreement may not be reduced by, or offset against, any amount owing by Executive to the Company or any of its Affiliates. Notwithstanding anything in this Agreement or elsewhere to the contrary, payments and benefits provided upon the termination of Executive’s employment with the Company or any of its Affiliates may only be made upon a “separation from service” as determined under Code Section 409A. Notwithstanding any provision in the Agreement to the contrary, if any portion of the payment canor provision of any payment or benefit herein would be subject to additional taxes, penalties and interest under Code Section 409A because the timing of such payment or benefit is not be so characterizeddelayed as provided in Code Section 409A for a “specified employee” (within the meaning of Code Section 409A), and the then if Executive is a “specified employee,” under Code Section 409Aany such payment or benefit that Executive would otherwise be entitled to receive during the first six months following the Termination Date shall be accumulated and paid or provided, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or as applicable, within ten days after the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay PeriodTermination Date, all payments and benefits delayed pursuant to this section will or such earlier date upon which such amount can be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described provided under Code Section 409A)409A without being subject to such additional taxes, penalties and interest such as upon the equity-based awards will not be settled or released until the expiration death of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. The intent of the parties intend is that payments and benefits under this Agreement and the benefits provided hereunder comply with, or be interpreted and construed to comply with exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“Code Section 409A”) and, accordingly, to the maximum extent applicable theretopermitted, this Agreement will be interpreted to be in compliance therewith. The time and form A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of incentive any amounts or benefits upon or following a termination of employment that are considered “non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, disability benefits, severance payments, expense reimbursements and payments for purposes of in-kind benefits described herein will be made in accordance with the applicable sections any such provision of this Agreement, provided that with respect references to a “termination,” “termination of employment for reasons other than death, employment” or like terms will mean “separation from service.” If you are deemed on the payment at such time can date of termination to be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such portion payment or benefit will be made or provided at the date which is the earlier of (A) the day after the expiration of the payment will be delayed until the earlier to occur of the Executive’s death or six-month period measured from the date that is six months of your “separation from service,” and one day following (B) the Executive’s termination date of employment your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to the Executive you in a lump sum, sum and any remaining payments and benefits due under this Agreement will be payable at paid or provided in accordance with the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “normal payment dates specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Periodfor them herein. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount your right to which the Executive is entitled receive any installment payments pursuant to this Agreement will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as right to receive a series of separate and distinct payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. The parties intend It is intended that any amounts payable under this Agreement will be exempt from or comply with the applicable requirements, if any, of Section 409A of the Internal Revenue Code of 1986, as amended, and the benefits provided hereunder notices, regulations and other guidance of general applicability issued thereunder (“Code Section 409A”), and this Agreement will be interpreted in a manner that will preclude the imposition of additional taxes and construed interest imposed under Code Section 409A. This Agreement will be amended (as determined by the Company) to the extent necessary to comply with Code Section 409A 409A. In all cases, for purposes of compliance with Code Section 409A, “termination of employment” will have the same meaning as “separation from service” as defined in Code Section 409A. Further, notwithstanding any provision to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made contrary in accordance with the applicable sections of this Agreement, provided that with respect if Executive is deemed by the Company (or any successor entity thereto) at the time of Executive’s separation from service to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferralspecified employee” for purposes of Code Section 409A or as otherwise exempt from within the provisions meaning of Code Section 409A, or and if any portion of the payment cannot payments upon separation from service set forth herein are deemed to be so characterized“deferred compensation,” then, and to the Executive is a “specified employee” under extent required for compliance with Code Section 409A, such portion payments will not commence prior to the earliest of (i) the expiration of the payment will be delayed until six-month period measured from the earlier to occur date of Executive’s separation from service with the Company, (ii) the date of Executive’s death or the (iii) such earlier date that is six months and one day following the Executive’s termination of employment as permitted under Code Section 409A (hereinafter, the “Delay PeriodDelayed Commencement Date”). Upon On the expiration of Delayed Commencement Date, the Delay Period, Company will pay all payments and benefits delayed pursuant to this section will be paid or reimbursed paragraph to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form paid as such otherwise provided herein. No interest shall be due on any amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate paymentso deferred. In addition, the disability benefits and severance payments no event whatsoever will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will Delcath be liable to the Executive (or any other individual claiming a benefit through the Executive) for any additional tax, interest, or penalties the Executive penalty that may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of imposed on you by Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order damages for failing to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.409A.

Code Section 409A. The parties intend that All severance benefits to be paid upon a termination of employment under this Agreement may be made only upon a “separation of service” within the meaning of Section 409A of the Code and the benefits provided hereunder be interpreted Department of Treasury regulations and construed to comply with Code Section 409A other guidance promulgated thereunder (a “Separation from Service”). Notwithstanding any provision to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made contrary in accordance with the applicable sections of this Agreement, provided that with respect if Employee is deemed by the Company at the time of Employee’s Separation from Service to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Employee is entitled under Code this Agreement is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such portion of the payment Employee’s benefits will not be delayed until provided to Employee prior to the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon i) the expiration of the Delay Periodsix-month period measured from the date of the Employee’s Separation from Service or (ii) the date of Employee’s death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments and benefits delayed deferred pursuant to this section Section 5(b) will be paid or reimbursed to the Executive in a lump sumsum to Employee (or Employee’s estate or beneficiaries), and any remaining payments due under this the Agreement will be payable at the same time and in the same form paid as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Periodotherwise provided herein. For purposes of applying Section 409A of the provisions Code, Employee’s right to receive the payments of Code Section 409A, each separately identifiable amount compensation pursuant to which the Executive is entitled Agreement will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as right to receive a series of separate paymentspayments and accordingly, each payment will at all times be considered a separate and distinct payment. Although the Company intends This paragraph is intended to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided the Code so that none of the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers severance payments and benefits to be provided hereunder will be liable subject to the Executive (or additional tax imposed under Section 409A of the Code and any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, ambiguities herein will be interpreted to so comply. Employee and the Company and its subsidiaries will have no obligation agree to indemnify or otherwise protect the Executive from the obligation work together in good faith to pay any taxes pursuant consider amendments to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of complying with any applicable requirements of Code additional tax or income recognition prior to actual payment to Employee under Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the ExecutiveCode.

Code Section 409A. The parties intend This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder be interpreted and construed are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections Notwithstanding any provision of this AgreementAgreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment canCompany shall not be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier required to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive assume any increased economic burden in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate paymentsconnection therewith. Although the Company intends to administer the this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will shall be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the this Agreement, and the Company and its subsidiaries will shall have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of If any payment or reimbursement, or portion thereof, under this Agreement will would be construed in deemed to be a manner in favor deferral of complying with any applicable requirements compensation not exempt from the provisions of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application and would be considered a payment upon a separation from service for purposes of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order and Executive is determined to comply with the provisions of be a "specified employee" under Code Section 409A, other applicable provisions then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in Termination of Executive's Employment (the value "Delay Period"). Upon the expiration of the Delay Period, the payments or benefits delayed pursuant to the Executivethis Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule.

Code Section 409A. The intent of the parties intend is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the benefits provided hereunder regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement would cause the Executive to incur any additional tax or interest under Code Section 409A and construed the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company 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 applicable thereto. The time and form of payment of incentive compensationreasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will such modification shall be made in accordance with good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from provision without violating the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and 409A. If the Executive is deemed on the date of “separation from service” to be a “specified employeeExecutive” within the meaning of such terms under Code Section 409A409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, such portion payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the payment will be delayed until six (6)-month period measured from the earlier to occur date of such “separation from service” of the Executive, and (B) the date of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will Section 12.1 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement will shall be payable at paid or provided in accordance with the same time normal payment dates specified for them herein. Whenever a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. 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 same form as such amounts would have been paid. Further, if the Executive is foregoing shall not be violated with regard to expenses covered by Code Section 105(h) that are subject to a “specified employee” and if any equity-based awards granted limit related to the Executive by period in which the Company, arrangement is in effect. Any expense or other reimbursement payment made pursuant to this Agreement or otherwiseany plan, continue to vest upon the Executive’s termination of employmentprogram, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled agreement or released until the expiration arrangement of the Delay Period. For purposes of applying Company referred to herein, shall be made on or before the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions last day of the Code and/or any rules, regulations taxable year following the taxable year in which such expense or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits payment to the Executivebe reimbursed is incurred.

Code Section 409A. With respect to any payments or benefits hereunder that are subject to Code Section 409A and any official guidance and regulations issued thereunder (together “Code Section 409A”) and that are payable on account of Executive’s termination of employment, such payments shall only be made if such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A. The Company may adjust any payment hereunder to avoid liability or obligation under Code Section 409A but such adjustments shall ensure that the payments are made in a manner that is as close to the terms of this Agreement as possible. Notwithstanding anything to the contrary contained in this Agreement, all reimbursements for costs and expenses under this Agreement will be paid in no event later than the end of the calendar year following the calendar year in which Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. In the event that the period for Executive to execute any required release and the Company’s obligation to pay any amount referenced in this section straddles two calendar years, the payment will be made in the later calendar year. The Company makes no representations or warranties to Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of the Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from Executive or any other individual to the Company or any of its affiliates. Executive, by executing this Agreement, shall be deemed to have waived any claim against the Company and its affiliates with respect to any such tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder. However, the parties intend that this Agreement and the payments and other benefits provided hereunder be interpreted and construed to comply with exempt from the requirements of Code Section 409A to the maximum extent applicable thereto. The time and form of payment of incentive compensationpossible, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with whether pursuant to the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A or as otherwise exempt from is applicable to this Agreement (and such payments and benefits), the provisions of parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A409A. Notwithstanding any other provision of this Agreement to the contrary, or this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. In addition, if any portion of the payment cannot be so characterized, and the Executive is a “specified employee,” within the meaning of Code Section 409A, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, such portion of amounts that would otherwise be payable under this Agreement during the payment will be delayed until the earlier to occur of the six (6) month period immediately following Executive’s “separation from service” for reasons other than Executive’s death or (except those payments that may be exempt from 409A by virtue of the short-term deferral exception to 409A) shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive in a lump sum on the first business day after the date that is six (6) months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive separation from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executiveservice.

Code Section 409A. The parties intend that Notwithstanding anything herein to the contrary, this Agreement and the benefits provided hereunder is intended to be interpreted and construed to applied so that the payment of the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code or shall comply with Code the requirements of such provision. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Code, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (i) the date which is six (6) months after Executive’s separation from service (as such term is defined in Treas. Regs. Section 1.409A-1(h), including the default presumptions thereunder) for any reason other than death (with the first such payment being a lump sum equal to the extent applicable theretoaggregate payments and/or benefits Executive would have received during such six-month period if no such payment delay had been imposed), and (ii) the date of Executive’s death. The time Notwithstanding anything in this Agreement or elsewhere to the contrary, distributions upon termination of Executive’s employment may only be made upon a “separation from service” as determined under Section 409A of the Code and form such date shall be the Date of Termination for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of incentive Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation, disability benefits, severance payments, expense ” within the meaning of Section 409A of the Code. All reimbursements and payments of in-kind benefits described herein will provided under this Agreement shall be made or provided in accordance with the applicable sections requirements of Section 409A of the Code. To the extent that any reimbursements pursuant to this Agreement or otherwise are taxable to Executive, any reimbursement payment due to Executive shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred; provided, that Executive has provided the Companies written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Companies’ expense reimbursement policies. Reimbursements pursuant to this Agreement or otherwise are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year. Notwithstanding any of the foregoing to the contrary, the Companies and their respective officers, directors, employees or agents make no guarantee that the terms of this AgreementAgreement complies with, provided that with respect to termination of employment for reasons other than deathor is exempt from, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion and none of the payment cannot be so characterized, and foregoing shall have any liability for the Executive is a “specified employee” under Code Section 409A, such portion failure of the payment will be delayed until the earlier to occur terms of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will to comply with, or be payable at the same time and in the same form as such amounts would have been paid. Furtherexempt from, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the 409A. Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will shall have no obligation legally binding right to indemnify any distribution or otherwise protect the payment made to Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executiveerror.

Code Section 409A. The parties intend that Notwithstanding any other provision in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that such benefits provided hereunder shall, to the extent practicable, comply with, or be interpreted exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to comply with this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will apply shall not be made permitted unless such deferrals are in accordance compliance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, 409A. In the event that the Corporation (or if a successor thereto) has any portion of the payment cannot be so characterized, stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Code Section 409A), such portion any payment of the payment will deferred compensation subject to Code Section 409A to be delayed until the earlier made to occur of the Executive’s death or Executive upon a separation from service may not be made before the date that is six months and one day following the after Executive’s termination of employment separation from service (the “Delay Period”or death, if earlier). Upon To the expiration of extent that Executive becomes subject to the Delay Periodsix-month delay rule, all payments and benefits delayed pursuant of deferred compensation subject to this section Code Section 409A that would have been made to Executive during the six months following his separation from service, if any, will be accumulated and paid or reimbursed to Executive during the Executive in a lump sumseventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then such terms, provisions, and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement will shall be payable at construed in accordance with Code Section 409A if and to the same time and in the same form as such amounts would have been paidextent required. Further, if in the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to event that this Agreement or otherwise, continue any benefit thereunder shall be deemed not to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of comply with Code Section 409A, each separately identifiable amount to which then neither the Executive is entitled will be treated as a separate payment. In additionCorporation, its Subsidiaries, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409ABoard, the Company does not represent Compensation Committee, nor its or warrant that the Agreement will comply with Code Section 409A their designees or agents shall be liable to Executive or any other provision of federalperson for actions, state, localdecisions, or non-United States law. Provided that the Company administers this Agreement determinations made in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executivegood faith.

Code Section 409A. The parties intend that this This Agreement and the benefits provided hereunder be interpreted and construed is intended to comply with Code Section 409A of the Code, and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in kind distributions, and shall be administered accordingly. Executive hereby agrees that the Company may, without further consent from Executive, make the minimum changes to this Agreement as may be necessary or appropriate to avoid the extent applicable theretoimposition of additional taxes or penalties on Executive pursuant to Section 409A of the Code. The time Company cannot guarantee that the payments and form benefits that may be paid or provided pursuant to this Agreement will satisfy all applicable provisions of Section 409A of the Code. In the case of any reimbursement payment of incentive compensationthat is required to be made promptly under this Agreement, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein such payment will be made in accordance with all instances no later than December 31 of the applicable sections of this Agreement, provided that with respect calendar year following the calendar year in which the obligation to termination of employment for reasons other than death, the payment at make such time can be characterized as a “short-term deferral” for reimbursement arises. For purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterizedCode, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all right to receive installment payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as right to receive a series of separate and distinct payments. Although To the Company intends extent that reimbursements or other in-kind benefits under this letter constitute nonqualified deferred compensation, (x) all expenses or other reimbursements hereunder shall be made on or prior to administer the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (y) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (z) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Notwithstanding the foregoing, if any payments or benefits under this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code become subject to Section 409A of the Code, then for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid exemption available under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or (the “Non-Exempt Payments”), if Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the date of termination, any rules, regulations or other regulatory guidance issued under amount of such statutory provisions and, in each case, without material diminution in Non-Exempt Payments that would be paid prior to the value six (6) month anniversary of the payments date of termination shall instead be accumulated and paid to Executive in a lump sum payment within five (5) business days after such six (6) month anniversary. A termination of employment shall be deemed to occur only if it is a “separation from service” as such term is defined under Section 409A of the Code, and references to “termination,” “termination of employment,” or benefits to the Executivelike terms shall mean a “separation from service.”

Code Section 409A. The parties intend that this This Agreement and the benefits provided hereunder be interpreted and construed is intended to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent 409A and shall be construed accordingly. Any payments or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers distributions to be made to Executive under this Agreement in upon a manner consistent with the terms separation from service of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) amounts classified as “nonqualified deferred compensation” for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application purposes of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of and not exempt from Code Section 409A, other shall in no event be made or commence until six months after Executive’s Section 409A Separation from Service. Any reference to a payment being exempt (or not exempt) from Code Section 409A refers to any applicable exemption available under Section 409A, including, without limitation, the short-term deferral rule and severance pay exemptions as provided in Code Section 409A and the Treasury Regulations. Each payment under this Agreement (whether of cash, property or benefits) shall be treated as a separate payment for purposes of Code Section 409A. Where this Agreement provides that a payment will be made upon a specified date or during a specified period, such date or period, as required by Code Section 409(A), but in no way to detract from or excuse the payment deadlines set forth in the operative provisions above in this Agreement, will be the Code Section 409A “payment date” or “payment period”, and actual payment will be made no later than the latest date permitted under Code Section 409A and the regulations thereunder (generally, by the later of the end of the calendar year in which the payment date falls, or the fifteenth day of the third calendar month after the payment date occurs). To the extent that any payments made pursuant to this Agreement are reimbursements exempt from Code and/or Section 409A, the amount of such payments during any rulescalendar year shall not affect the benefits provided in any other calendar year, regulations and the right to any such payments shall not be subject to liquidation or other regulatory guidance issued under such statutory provisions andexchange for another benefit or payment. As required by Code Section 409A, but in each case, without material diminution no way to detract from or excuse the payment deadlines set forth in the value operative provisions above in this Agreement, the payment date for any reimbursements shall in no event be later than the last day of the payments or benefits calendar year immediately following the calendar year in which the reimbursed expense was incurred or, for purposes of Sections 7(c)(iii)(B) and (C) above, the calendar year in which the Excise Tax must be remitted to the Executiveapplicable governmental taxing authority.

Code Section 409A. The parties intend that Notwithstanding any other provision in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that such benefits provided hereunder shall, to the extent practicable, comply with, or be interpreted exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to comply with this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will apply shall not be made permitted unless such deferrals are in accordance compliance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, 409A. In the event that the Corporation (or if a successor thereto) has any portion of the payment cannot be so characterized, stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Code Section 409A), such portion any payment of the payment will deferred compensation subject to Code Section 409A to be delayed until the earlier made to occur of the Executive’s death or Executive upon a separation from service may not be made before the date that is six months and one day following the after Executive’s termination of employment separation from service (the “Delay Period”or death, if earlier). Upon To the expiration of extent that Executive becomes subject to the Delay Periodsix-month delay rule, all payments and benefits delayed pursuant of deferred compensation subject to this section Code Section 409A that would have been made to Executive during the six months following his separation from service, if any, will be accumulated and paid or reimbursed to Executive during the Executive in a lump sumseventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then such terms, provisions, and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement will shall be payable at construed in accordance with Code Section 409A if and to the same time and in the same form as such amounts would have been paidextent required. Further, if in the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to event that this Agreement or otherwise, continue any benefit thereunder shall be deemed not to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of comply with Code Section 409A, each separately identifiable amount to which then neither the Executive is entitled will be treated as a separate payment. In additionCorporation, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409ABoard, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiariesCompensation Committee, nor its or their respective directors, officers, employees designees or advisers will agents shall be liable to the Executive (or any other individual claiming a benefit through the Executive) person for any taxactions, interestdecisions, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed determinations made in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executivegood faith.

Code Section 409A. The intent of the parties intend is that payments and benefits under this Agreement comply with Code Section 409A and the benefits provided hereunder regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement would cause the Executive to incur any additional tax or interest under Code Section 409A and construed the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company 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 applicable thereto. The time and form of payment of incentive compensationreasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will such modification shall be made in accordance with good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from provision without violating the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and 409A. If the Executive is deemed on the date of “separation from service” to be a “specified employeeExecutive” within the meaning of such terms under Code Section 409A409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section 11.1, such portion payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the payment will be delayed until six (6)-month period measured from the earlier to occur date of such “separation from service” of the Executive, and (B) the date of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will Section 11.1 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement will shall be payable at paid or provided in accordance with the same time normal payment dates specified for them herein. Whenever a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. 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 same form as such amounts would have been paid. Further, if the Executive is foregoing shall not be violated with regard to expenses covered by Code Section 105(h) that are subject to a “specified employee” and if any equity-based awards granted limit related to the Executive by period in which the Company, arrangement is in effect. Any expense or other reimbursement payment made pursuant to this Agreement or otherwiseany plan, continue to vest upon the Executive’s termination of employmentprogram, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled agreement or released until the expiration arrangement of the Delay Period. For purposes of applying Company referred to herein, shall be made on or before the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions last day of the Code and/or any rules, regulations taxable year following the taxable year in which such expense or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits payment to the Executivebe reimbursed is incurred.

Code Section 409A. The parties intend If and to the extent that Code Section 409A is deemed to apply to the Award, it is intended that this Agreement and the benefits provided hereunder be interpreted and construed to comply with Code Section 409A Award shall, to the extent applicable thereto. The time and form of payment of incentive compensationpracticable, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made construed in accordance with therewith. Notwithstanding any provision to the applicable sections of contrary in this Agreement, provided that if the Participant is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with respect the Company to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Code Section 409A409A payable on account of a “separation from service” that is required to be delayed pursuant to Code Section 409A(a)(2)(B) (after taking into account any applicable exceptions to such requirement), such portion of the payment will shall be delayed until the earlier to occur of the Executive’s death or made on the date that is the earlier of (i) the expiration of the six months and one day month period measured from the date of the Participant’s “separation from service” (with such payments to be made during the seventh month following the Executive“separation from service”, or, if earlier, (ii) the date of the Participant’s termination of employment death, or otherwise permitted under Code Section 409A (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will Section 24 shall be paid or reimbursed to the Executive Participant in a lump sum, and . Notwithstanding any remaining payments due under provision of this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Companycontrary, pursuant to for purposes of any provision of this Agreement providing for the payment of any amounts or otherwise, continue to vest benefits upon the Executive’s or following a termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For employment constituting deferred compensation for purposes of applying the provisions of Code Section 409A, each separately identifiable amount references to which the Executive is entitled will Participant’s “termination of employment” (and corollary terms) with the Company shall be treated as a separate paymentconstrued to refer to the Participant’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. In additionthe event that the Award, this Agreement, or the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends Plan is deemed not to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, then neither the Company, its subsidiariesthe Board of Directors, the Committee, nor their respective directors, officers, employees its designees or advisers agents will be liable responsible to the Executive (Participant or any other individual claiming a benefit through the Executive) person for any taxactions, interestdecisions, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed determinations made in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executivegood faith.

Code Section 409A. The parties intend This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Section 409A of the Code, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder be interpreted and construed are not so exempt, they are intended to comply with Code Section 409A of the Code to the extent applicable thereto. The time Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and form of payment of incentive compensationconstrued consistent with this intent, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will be made in accordance comply with the applicable sections requirements of Section 409A of the Code, the Company does not represent or warrant that this Agreement will comply with Section 409A of the Code or any other provision of federal, state or local law. Neither the Company, the Board, its subsidiaries, nor their respective managers, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, provided that with respect and the Company and its subsidiaries shall have no obligation to termination indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of employment for reasons other than deaththe Code. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Section 409A of the Code and would be considered a payment at such time can be characterized as upon a “short-term deferral” separation from service for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion and Executive is determined to be a "specified employee" under Section 409A of the Code, then any such payment cannot be so characterizedor reimbursement, and the Executive is a “specified employee” under Code Section 409Aor portion thereof, such portion of the payment will shall be delayed until the date that is the earlier to occur of the (i) Executive’s 's death or (ii) the date that is six months and one day following the Executive’s date of termination of employment Executive's Employment (the “"Delay Period”"). Upon the expiration of the Delay Period, all the payments and benefits delayed pursuant to this section will Section 24 shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will Section 24 shall be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Periodaccordance with their original payment schedule. For purposes of applying Section 409A of the provisions Code (including, without limitation, for purposes of Code Treasury Regulation Section 409A1.409A-2(b)(2)(iii)), each separately identifiable amount Executive’s right to which the Executive is entitled will receive any installment payments under this Agreement shall be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as right to receive a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions payments and, in accordingly, each case, without material diminution in the value of the payments or benefits to the Executivesuch installment payment shall at all times be considered a separate and distinct payment.

Code Section 409A. The parties intend that Notwithstanding any other provision in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that such benefits provided hereunder shall, to the extent practicable, comply with, or be interpreted exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to comply with this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will apply shall not be made permitted unless such deferrals are in accordance compliance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, 409A. In the event that the Corporation (or if a successor thereto) has any portion of the payment cannot be so characterized, stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Code Section 409A), such portion any payment of the payment will deferred compensation subject to Code Section 409A to be delayed until the earlier made to occur of the Executive’s death or Executive upon a separation from service may not be made before the date that is six months and one day following the after Executive’s termination of employment separation from service (the “Delay Period”or death, if earlier). Upon To the expiration of extent that Executive becomes subject to the Delay Periodsix-month delay rule, all payments and benefits delayed pursuant of deferred compensation subject to this section 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 reimbursed to the Executive in a lump sumher separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then such terms, provisions, and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement will shall be payable at construed in accordance with Code Section 409A if and to the same time and in the same form as such amounts would have been paidextent required. Further, if in the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to event that this Agreement or otherwise, continue any benefit thereunder shall be deemed not to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of comply with Code Section 409A, each separately identifiable amount to which then neither the Executive is entitled will be treated as a separate payment. In additionCorporation, its Subsidiaries, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409ABoard, the Company does not represent Compensation Committee, nor its or warrant that the Agreement will comply with Code Section 409A their designees or agents shall be liable to Executive or any other provision of federalperson for actions, state, localdecisions, or non-United States law. Provided that the Company administers this Agreement determinations made in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executivegood faith.

Code Section 409A. The parties intend It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the benefits provided hereunder be interpreted and construed Executive agree to work together in good faith in an effort to comply with Code Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent applicable thereto. The time and form required in order to avoid accelerated taxation and/or tax penalties under Section 409A of payment of incentive compensationthe Code, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will the Executive shall not be made in accordance considered to have terminated employment with the applicable sections Company for purposes of this Agreement, provided Agreement and no payments shall be due to him under this Agreement that with respect to are payable upon his termination of employment for reasons other than death, the payment at such time can until he would be characterized as considered to have incurred a “short-term deferralseparation from service” for purposes from the Company within the meaning of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and Code. To the Executive is a “specified employee” extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A, such portion 409A of the payment will Code, amounts that would otherwise be delayed until payable and benefits that would otherwise be provided pursuant to this Agreement during the earlier to occur of the Executive’s death or the date that is six months and one day six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (the “Delay Period”or upon his death, if earlier). Upon the expiration In addition, for purposes of the Delay Periodthis Agreement, all payments and benefits delayed pursuant each amount to this section will be paid or reimbursed benefit to be provided to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or otherwisein-kind benefits provided under the terms of this Agreement, continue (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to vest upon the Executive’s termination of employment, and are deemed extent that the right to reimbursement does not provide for a “deferral of compensation” (as such term is described under Code within the meaning of Section 409A), the equity-based awards will not be settled or released until the expiration 409A of the Delay Period. For purposes of applying the provisions of Code Section 409ACode; provided that, each separately identifiable amount with respect to any reimbursements for any taxes to which the Executive is becomes entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with under the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will payment of such reimbursements shall be liable to made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive (or any other individual claiming a benefit through remits the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreementrelated taxes, and (c) the Company and its subsidiaries will have no obligation right to indemnify reimbursement or otherwise protect the Executive from the obligation in-kind benefit shall not be subject to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation liquidation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executiveexchange for another benefit.

Code Section 409A. The intent of the parties intend is that payments and benefits under this Agreement comply with or otherwise be exempt from Internal Revenue Code Section 409A and the benefits provided hereunder regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and construed to be either exempt from or in compliance therewith. In no event whatsoever shall the Company or Employer be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A 409A. Notwithstanding any other payment schedule provided herein to the extent applicable thereto. The time and form of payment of incentive compensationcontrary, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A409A(a)(2)(B), such portion then any payment under Section 5 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (A) the expiration of the payment will be delayed until six (6)-month period measured from the earlier to occur date of such “separation from service” of Executive, and (B) the date of Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). ) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will Section 5(e) shall be paid or reimbursed to the Executive in a lump sum, and any all remaining payments due under this Agreement will shall be payable at paid or provided in accordance with the same time and in normal payment dates specified for them herein. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the same form as payment of any amounts or benefits upon or following a termination of employment unless such amounts would have been paid. Further, if the Executive termination is also a “specified employeeseparation from service” from the Company and if Employer within the meaning of Code Section 409A and, for purposes of any equity-based awards granted such provision of this Agreement, references to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s a “termination,” “termination of employment, and are deemed a ” or like terms shall mean “deferral of compensationseparation from service.” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount Executive’s right to which the Executive is entitled will receive any installment payment pursuant to this Agreement shall be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as right to receive a series of separate and distinct payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or Notwithstanding any other provision of federalto the contrary, state, local, or non-United States law. Provided that the Company administers in no event shall any payment under this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) that constitutes “deferred compensation” for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements purposes of Code Section 409A be subject to avoid taxation under offset by any other amount unless otherwise permitted by Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.409A.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and all regulatory and interpretative guidance issued thereunder (“Code Section 409A 409A”) to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In additionThe time or schedule of any payment or amount scheduled to be paid pursuant to the terms of this Agreement, including but not limited to any restricted stock unit or other equity-based award, payment or amount that provides for the “deferral of compensation” (as such term is described under Code Section 409A), may not be accelerated except as otherwise permitted under Code Section 409A and the guidance and Treasury regulations issued thereunder. Reimbursements (including reasonable moving expenses) that may be excluded from Section 409A as separation pay shall be excluded from Section 409A to the maximum extent possible; such expenses shall be incurred before the end of the second taxable year following the Executive’s separation from service and reimbursed no later than the end of the third taxable year following separation from service. All other reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the disability benefits requirement that (A) any reimbursement is for expenses actually incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (B) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (C) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and severance (D) the right to reimbursement is not subject to liquidation or exchange for another benefit. For purposes of this Agreement, the terms “retirement,” “termination of employment,” “terminated,” “termination,” “this Agreement will be terminated” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Code Section 409A. If the sixty (60)-day period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”) and if there are payments due the Executive that are subject to Code Section 409A (and not exempt from Code Section 409A) that are: (i) conditioned on the Executive signing and not revoking a release of claims and (ii) otherwise due to be paid during the portion of the Crossover 60-Day Period that falls within the first year, then such payments will be treated as delayed and paid in a series lump sum during the portion of separate paymentsthe Crossover 60-Day Period that falls within the second year. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither Neither the Company, its subsidiaries, nor their respective directors, officers, employees Executives or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. The intent of the parties intend is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the benefits provided hereunder regulations and guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and construed to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on you by Code Section 409A or any damages for failing to comply with Code Section 409A 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the extent applicable thereto. The time and form of payment of incentive any amounts or benefits upon or following a termination of employment that are considered *'non-qualified deferred compensation" under Code Section 409A unless such termination is also a "separation from service" within the meaning of Code Section 409A and, disability benefits, severance payments, expense reimbursements and payments for purposes of in-kind benefits described herein will be made in accordance with the applicable sections any such provision of this Agreement, provided that with respect references to a "termination," "termination of employment for reasons other than deathemployment" or like terms shall mean "separation from service." If you are deemed on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), the then with regard to any payment at such time can be characterized as a “shortthat is considered non-term deferral” for purposes of qualified deferred compensation under Code Section 409A payable on account of a "separation from service," such payment or as otherwise exempt benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the provisions date of Code Section 409A, or if any portion of the payment cannot be so characterizedyour "separation from service", and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or (B) the date that is six months and one day following the Executive’s termination of employment your death (the “"Delay Period”"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will Section 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive you in a lump sum, sum and any remaining payments and benefits due under this Agreement will shall be payable at paid or provided in accordance with the same time normal payment dates specified for them herein. With regard to any provision herein that provides for reimbursement of costs and in the same form expenses or in-kind benefits, except as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive permitted by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), (i) the equityright to reimbursement or in-based awards will kind benefits shall not be settled subject to liquidation or released until exchange for another benefit, (ii) the expiration amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the Delay Periodexpenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 95(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of your taxable year following the taxable year in which the expense occurred. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount your right to which the Executive is entitled will receive any installment payments pursuant to this Agreement shall be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as right to receive a series of separate and distinct payments. Although In no event may you, directly or indirectly, designate the Company intends calendar year of any payment to administer the be made under this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or is considered non-United States lawqualified deferred compensation. Provided that the Company administers this Agreement in a manner consistent with the terms [END OF TEXT. SIGNATURE PAGE FOLLOWS.] To indicate your acceptance of this Agreement, neither the Company's offer, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, please sign and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of date this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result letter in the application of Code Section 409Aspace provided below and return it to Xxxxxx X. Xxxxxx via email to xxxxxxx@xxxxxxx.xxx. Sincerely, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409AXxxxxx X. Xxxxxx Chief Financial Officer ACCEPTED AND AGREED: Xxxxxx X. Xxxxxxx, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the ExecutiveXx.

Code Section 409A. The parties intend that this This Agreement and the severance pay and other benefits provided hereunder be interpreted and construed are intended to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections Notwithstanding any provision of this AgreementAgreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment canCompany shall not be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier required to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive assume any increased economic burden in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate paymentsconnection therewith. Although the Company intends to administer the this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will shall be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the this Agreement, and the Company and its subsidiaries will shall have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of If any payment or reimbursement, or portion thereof, under this Agreement will would be construed in deemed to be a manner in favor deferral of complying with any applicable requirements compensation not exempt from the provisions of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application and would be considered a payment upon a separation from service for purposes of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order and Executive is determined to comply with the provisions of be a “specified employee” under Code Section 409A, other applicable provisions then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive’s death or (ii) the date that is six months and one day following the date of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in Termination of Executive’s Employment (the value “Delay Period”). Upon the expiration of the Delay Period, the payments or benefits delayed pursuant to the Executivethis Section 14 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 14 shall be payable in accordance with their original payment schedule.

Code Section 409A. The parties intend agree that this Agreement and the benefits provided hereunder shall be interpreted to comply with or be exempt from Section 409A of the Code (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event whatsoever will Company be liable for any additional tax, interest or penalties that may be imposed on Employee under Code Section 409A or any damages for failing to comply with Code Section 409A 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the extent applicable thereto. The time and form of payment of incentive any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, disability benefits, severance payments, expense reimbursements and payments for purposes of in-kind benefits described herein will be made in accordance with the applicable sections any such provision of this Agreement, provided that with respect references to a “termination,” “termination of employment for reasons other than death, employment” or like terms shall mean “separation from service.” If Employee is deemed on the payment at such time can date of termination to be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” within the meaning of that term under Code Section 409A409A(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 portion payment or benefit shall be made or provided on the date which is the earlier of (i) the expiration of the payment will be delayed until six (6)-month period measured from the earlier to occur date of such “separation from service” of Employee, and (ii) the Executivedate of Employee’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will Section 9(a) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to the Executive Employee in a lump sum, and any remaining payments and benefits due under this Agreement will shall be payable at paid or provided in accordance with the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “normal payment dates specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Periodfor them herein. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount Employee’s right to which the Executive is entitled will receive any installment payments pursuant to this Agreement shall be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as right to receive a series of separate and distinct payments. Although 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 Company intends to administer the Agreement so that it will comply with the requirements date of Code Section 409Atermination”), the Company does not represent or warrant that actual date of payment within the Agreement will comply with Code Section 409A or any other provision specified period shall be within the sole discretion of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. The intent of the parties intend is that payments and benefits under this Agreement and the benefits provided hereunder comply with, or be interpreted and construed to comply with exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“Code Section 409A”) and, accordingly, to the maximum extent applicable theretopermitted, this Agreement shall be interpreted to be in compliance therewith. The time and form A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of incentive any amounts or benefits upon or following a termination of employment that are considered “non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, disability benefits, severance payments, expense reimbursements and payments for purposes of in-kind benefits described herein will be made in accordance with the applicable sections any such provision of this Agreement, provided that with respect references to a “termination,” “termination of employment for reasons other than death, employment” or like terms shall mean “separation from service.” If the payment at such time can Restricted Person is deemed on the date of termination to be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such portion payment or benefit shall be made or provided at the date which is the earlier of (A) the day after the expiration of the payment will be delayed until six-month period measured from the earlier to occur date of the ExecutiveRestricted Person’s “separation from service,” and (B) the date of the Restricted Person’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will Section 4.1 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive Restricted Person in a lump sum, sum and any remaining payments and benefits due under this Agreement will shall be payable at the same time and in the same form paid or provided as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Periodherein. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or Restricted Person’s right to receive any other provision of federal, state, local, or non-United States law. Provided that the Company administers installment payments pursuant to this Agreement in shall be treated as a manner consistent with the terms right to receive a series of this Agreementseparate and distinct payments. In no event shall any of Parent, neither the Company, its subsidiariesMergerSub, nor their respective directors, officers, employees or advisers will the Surviving Corporation be liable to the Executive (or any other individual claiming a benefit through the Executive) for any additional tax, interest, interest or penalties penalty that may be imposed on the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Restricted Person by Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.409A.

Code Section 409A. The parties intend Although the Company does not guarantee to the Executive any particular tax treatment relating to the payments made or benefits provided to the Executive in connection with the Executive’s employment with the Company, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations, guidance and other interpretive authority issued thereunder (“Code Section 409A”), or be exempt therefrom, and this Agreement shall be construed and applied in a manner consistent with this intent. However, notwithstanding anything herein to the benefits provided hereunder contrary, in no event whatsoever shall the Company or any of its affiliates be interpreted and construed liable for any tax, additional tax, interest or penalty that may be imposed on the Executive pursuant to Code Section 409A or for any damages for failing to comply with Code Section 409A. The Executive’s termination from employment must constitute a “separation from service” under Code Section 409A for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment; provided, further, that in the event the period during which the Executive is entitled to consider (and revoke, if applicable) this Agreement spans two calendar years, then any payment that otherwise would have been payable during the first calendar year will in no case be made until the later of (a) the end of the revocation period (assuming the Executive does not revoke this Agreement prior to the end of such period) and (b) the first business day of the second calendar year (regardless of whether the Executive has used the full time period allowed for consideration of this Agreement), as and to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” required for purposes of Code Section 409A 409A; and provided, further, that the Company shall have the right to offset against such severance pay any then-existing documented and bona fide monetary debts the Executive owes to the Company or as otherwise exempt from any of its subsidiaries, but only to the provisions extent permissible under Code Section 409A. Notwithstanding any other provision herein to the contrary, to the extent that the reimbursement of any expenses or the provision of any in-kind benefits under this Agreement is subject to Code Section 409A, or if (i) reimbursement of any portion such expense shall be made by no later than December 31 of the payment cancalendar year immediately following the calendar year in which such expense is incurred; (ii) any right to reimbursement or in-kind benefits shall not be so characterizedsubject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each and the Executive is a “specified employee” under Code Section 409A, such portion of the every payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will shall be treated as a right to receive a series of separate payment. In addition, the disability benefits and severance payments will under this Agreement shall be treated as a right to receive a series of separate paymentspayments under the Treasury Regulation Section 1.409A-2(b)(2)(iii). Although the Company intends Whenever a payment under this Agreement specifies a payment period with reference to administer the Agreement so that it will comply with the requirements a number of Code Section 409Adays, the Company does not represent or warrant that actual date of payment within the Agreement will comply with Code Section 409A or any other provision specified period shall be within the sole discretion of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. The parties intend (a) For purposes hereof, the Executive will be presumed to have experienced a “Separation from Service” on the date that this Agreement the Company and the benefits provided hereunder be interpreted and construed to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein Executive reasonably anticipate that no further services will be made in accordance with performed by the applicable sections of this Agreement, provided that with respect to termination of employment Executive for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes Company and its affiliates within the meaning of Code Section 409A (“409A Affiliates”) or that the level of bona fide services the Executive will perform as otherwise exempt an employee of the Company and its 409A Affiliates will permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed by the Executive (whether as an employee or independent contractor) for the Company and its 409A Affiliates over the immediately preceding 36-month period (or such lesser period of services). Whether the Executive has experienced a Separation from Service shall be determined by the provisions of Company in good faith and consistent with Code Section 409A, or if any portion of 409A. Notwithstanding the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Furtherforegoing, if the Executive is takes a “specified employee” and if any equity-based awards granted to leave of absence for purposes of military leave, sick leave or other bona fide reason, the Executive by will not be deemed to have experienced a Separation from Service for the Companyfirst six (6) months of the leave of absence, pursuant to this Agreement or otherwiseif longer, continue to vest upon for so long as the Executive’s right to reemployment is provided either by statute or by contract, including this Agreement; provided that if the leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than six (6) months, where such impairment causes the Executive to be unable to perform the duties of his position of employment or any substantially similar position of employment, the leave may be extended by the Company for up to twenty-nine (29) months without causing a Separation from Service. If the Executive continues to provide services to the Company or its 409A Affiliates following his date of termination of employment, and are deemed a “deferral of compensation” (as such term is described under the Executive’s Separation from Service date may be delayed to the date the Executive ceases to provide services to the extent required by Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.409A.

Code Section 409A. The parties intend that this This Agreement and the benefits provided hereunder shall be interpreted and construed to comply with avoid any penalty sanctions under Code Section 409A to section 409A. If any payment or benefit cannot be provided or made at the extent applicable theretotime specified herein without incurring sanctions under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions shall not be imposed. The time Employee shall be solely responsible for any tax imposed under Code section 409A and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with no event shall the applicable sections of this Agreement, provided that Company or the Bank have any liability with respect to termination of employment for reasons any tax, interest or other than death, the payment at such time can be characterized as a “short-term deferral” for penalty imposed under Code section 409A. For purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section section 409A, or if any portion of the each payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due made under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will shall be treated as a separate payment. In addition, payment and the disability benefits and severance right to a series of installment payments will under this Agreement shall be treated as a right to a series of separate payments. Although the Company intends to administer the All reimbursements and in kind benefits provided under this Agreement so that it will comply shall be made or provided in accordance with the requirements of Code Section section 409A, including, where applicable, the Company does requirement that (i) any reimbursement shall be for expenses incurred during the Employee’s lifetime (or during a shorter 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 represent affect the expenses eligible for reimbursement, or warrant that in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. The Employee’s termination of employment under the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement shall be interpreted in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive separation from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation service rules under Code Section section 409A. If any compensation In no event shall Employee, directly or benefits provided by this Agreement result in indirectly, designate the application calendar year of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executivepayment.

Code Section 409A. The parties intend that (i) If any provision of this Agreement and (or of any award of compensation, including equity compensation or benefits) would cause you to incur any additional tax or interest under Section 409A of the benefits provided hereunder be interpreted and construed Code or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with you, reform such provision to comply with Code Section 409A of the Code; provided, that the Company agrees to maintain, to the maximum extent applicable thereto. The time practicable, the original intent and form economic benefit to you of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections provision without violating the provisions of Section 409A of the Code. (ii) Notwithstanding any provision to the contrary in this Agreement, if the date of any payment or the commencement of any installment payments payable under this Agreement must be delayed for six months in order to meet the requirements of Section 409A(a)(2)(B) of the Code applicable to “specified employees”, then any such payment or payments shall not be made or provided that with respect (subject to termination the last sentence hereof) prior to the earlier of employment for reasons other than death, (A) the payment at such time can be characterized as a “short-term deferral” for purposes expiration of Code Section 409A or as otherwise exempt the six month period measured from the provisions date of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive your “separation from service” (as such term is a “specified employee” defined in Treasury Regulations issued under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death ) or (B) the date that is six months and one day following the Executive’s termination of employment your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will Section 11(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive you in a lump sum, and any remaining payments due under this Agreement will shall be payable at paid or provided in accordance with the same time and in normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the same form as payment of any amounts or benefits subject to Code Section 409A upon or following a termination of employment unless such amounts would have been paid. Further, if the Executive termination is also a “specified employeeseparation from service” and if within the meaning of Code Section 409A and, for purposes of any equity-based awards granted such provision of this Agreement, references to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s a “termination,” “termination of employment, and are deemed a ” or like terms shall mean “deferral of compensationseparation from service.” (iv) (a) All expenses or other reimbursements as 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 term is described under Code Section 409A), expenses were incurred by you; (b) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the equityexpenses eligible for reimbursement in any other taxable year; and (c) the right to reimbursement or in-based awards will kind benefits shall not be settled subject to liquidation or released until the expiration of the Delay Periodexchanged for another benefit. (v) For purposes of applying the provisions of Code Section 409A, each separately identifiable amount your right to which the Executive is entitled will receive any installment payments pursuant to this Agreement shall be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as right to receive a series of separate and distinct payments. Although 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 Company intends to administer the Agreement so that it will comply with the requirements date of Code Section 409Atermination”), the Company does not represent or warrant that actual date of payment within the Agreement will comply with Code Section 409A or any other provision specified period shall be within the sole discretion of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. The parties intend that Payments made pursuant to this Plan and the Agreement are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding any provision in the Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all RSUs granted to Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the RSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any RSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the Participant by Section 409A, and the Participant shall have no recourse against the Company or any of its affiliates for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and benefits otherwise payable to or provided hereunder to the Participant under this Agreement. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement shall be interpreted and construed to comply with Code considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with possible under (i) the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A)) the “two years/two-times” involuntary separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), or which are hereby incorporated by reference. For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, such event must also constitute a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the payment cannot be so characterized, and assets” of the Executive Company within the meaning of Section 409A. If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its affiliates) as of his separation from service, to the extent any payment under Code this Agreement constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and such payment is payable by reason of a separation from service, then to the extent required by Section 409A, such portion of the payment will no payments due under this Agreement may be delayed made until the earlier to occur of: (i) the first day of the Executive’s death or the date that is six months and one day seventh month following the ExecutiveParticipant’s termination separation from service, or (ii) the Participant’s date of employment (the “Delay Period”). Upon the expiration of the Delay Perioddeath; provided, all however, that any payments and benefits delayed pursuant to during this section will six-month period shall be paid or reimbursed to in the Executive aggregate in a lump sum, and any remaining payments due under this Agreement will be payable at without interest, on the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration first day of the Delay Period. For purposes of applying seventh month following the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive Participant’s separation from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executiveservice.

Code Section 409A. (a) The intent of the parties intend is that payments and benefits under this Agreement and the benefits provided hereunder comply with, or be interpreted and construed to comply with exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent applicable theretopermitted, this Agreement shall be interpreted to be in compliance therewith. The time and form A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of incentive any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, disability benefits, severance payments, expense reimbursements and payments for purposes of in-kind benefits described herein will be made in accordance with the applicable sections any such provision of this Agreement, provided that with respect references to a “termination,” “nonrenewal,” “termination of employment for reasons other than death, the payment at such time can be characterized as a employment” or like terms shall mean “short-term deferralseparation from service.” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any payment that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such portion payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the payment will be delayed until six (6)-month period measured from the earlier to occur date of such “separation from service” of Executive, and (ii) the date of Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will Section 25 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement will shall be payable at the same time and paid or provided in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply accordance with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) normal payment dates specified for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executivethem herein.

Code Section 409A. The parties Parties intend that this Agreement and the benefits provided payments made hereunder will be exempt from, or comply with, the requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”), and this Agreement will be interpreted and construed to comply with Code Section 409A applied to the greatest extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made possible in accordance a manner that is consistent with the applicable sections of this Agreement, provided requirements for avoiding taxes or penalties under Section 409A. In the event that with respect the Officer is determined to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” (as defined under Code Section 409A), such portion any payment to be made to the Officer upon a separation from service which is deferred compensation subject to Section 409A (and not otherwise exempt from Section 409A) may not be made before the date that is six months after the Officer’s separation from service (or death, if earlier). To the extent that the Officer is or becomes subject to this six-month delay rule, all payments of deferred compensation subject to Section 409A (and not otherwise exempt from Section 409A) that would have been made to the payment Officer during the six months following his separation from service, if any, will be delayed until accumulated and paid to the earlier to occur of the Executive’s death or Officer on the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sumhis separation from service, and any remaining payments due under will be made in their ordinary course as described in the Agreement. The Parties intend that each installment of any payments provided for in this Agreement is a separate “payment” for purposes of Section 409A. 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 Section 409A if and to the extent required under Section 409A. Deferrals of benefits payable at or distributable pursuant to the same time and Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with Section 409A. Further, (i) in the same form as event that Section 409A requires that any special terms, provisions or conditions be included in the Agreement, then such amounts would have been paidterms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Further, if in the Executive is a “specified employee” and if event that the Agreement or any equity-based awards granted benefit thereunder shall be deemed not to comply with Section 409A, then neither the Executive by Bank, the Board, the Company, pursuant to this Agreement nor its or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled their designees or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will agents shall be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations Officer or other regulatory guidance issued under such statutory provisions andperson for actions, decisions or determinations made in each case, without material diminution in the value of the payments or benefits to the Executivegood faith.

Code Section 409A. The parties intend that Notwithstanding any provision of this Agreement and the benefits provided hereunder be interpreted and construed to comply with Code Section 409A to the extent applicable thereto. The time and form contrary, in the event that any delivery of payment Shares to the Participant is made upon, or as a result of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to Participant’s termination of employment for reasons (other than death, the payment at such time can be characterized as a “short-term deferral” for purposes result of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterizeddeath), and the Executive Participant is a “specified employee” (as that term is defined under Code Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such portion delivery of such Shares shall be made to the payment will be delayed Participant under this Agreement until the date that is the earlier to occur of of: (i) the ExecutiveParticipant’s death death, or the date that is (ii) six (6) months and one (1) day following the ExecutiveParticipant’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which group of 25% of the Executive is entitled will total Restricted Stock Units granted hereunder that would normally vest on the Initial Vesting Date and each anniversary of the Initial Vesting Date thereafter under Section 2(a) shall be treated as a separate payment. In additionFor purposes of this Agreement, to the disability benefits and severance payments will be treated as a series extent the Restricted Stock Units (or applicable portion thereof) are subject to the provision of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant terms “ceases to be employed”, “termination of employment” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that the Agreement will comply with Code constitutes a “separation from service” under Section 409A. Restricted Stock Units are generally intended to be exempt from Section 409A or any other provision of federalas short-term deferrals and, stateaccordingly, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this AgreementAgreement 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, neither this Agreement shall be interpreted and administered in accordance with the Companyintent that the Participant not be subject to tax under Section 409A. Neither the Company nor any of its Subsidiaries, its subsidiaries, nor their respective directors, officers, employees or advisers will shall be liable to the Executive any Participant (or any other individual claiming a benefit through the ExecutiveParticipant) for any tax, interest, or penalties the Executive may Participant might owe as a result of compensation paid under participation in the AgreementPlan, and the Company and its subsidiaries will Subsidiaries shall have no obligation to indemnify or otherwise protect the Executive Participant from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executiveunless otherwise specified.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder This award of Restricted Stock Units is intended to be interpreted and construed to exempt from or comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes requirements of Code Section 409A or as otherwise exempt from the provisions of and shall be administered in accordance with Code Section 409A409A. Notwithstanding anything in this Agreement to the contrary, or if any portion of the payment cannot be so characterized, Restricted Stock Units constitute “deferred compensation” under Code Section 409A and the Executive Restricted Stock Units become vested and settled upon the Participant’s termination of employment, payment with respect to the Restricted Stock Units shall be delayed for a period of six months after the Participant’s termination of employment if the Participant is a “specified employee” as defined under Code Section 409A (as determined by the Committee) and if required pursuant to Code Section 409A. If payment is delayed, the shares of Stock of the Company and accrued cash dividend equivalents shall be distributed within 30 days after the date that is the six-month anniversary of the Participant’s termination of employment. If the Participant dies during the six-month delay, the shares of Stock and accrued cash dividend equivalents shall be distributed in accordance with the Participant’s will or under the applicable laws of descent and distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this award of Restricted Stock Units may only be made in a manner and upon an event permitted by Code Section 409A, and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed if required pursuant to this section will be paid or reimbursed to Code Section 409A. To the Executive in a lump sum, and extent that any remaining payments due under provision of this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is cause a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply conflict with the requirements of Code Section 409A, or would cause the Company does not represent or warrant that administration of the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that Restricted Stock Units to fail to satisfy the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, such provision shall be deemed null and void to the Company will modify this Agreement extent permitted by applicable law. In no event shall the Participant, directly or indirectly, designate the calendar year of payment. If the Restricted Stock Units constitute “deferred compensation” under Code Section 409A and payment is subject to the execution of a Release, and if such payment could be made in more than one taxable year, payment shall be made in the least restrictive manner necessary in order to comply with the provisions of later taxable year, if required by Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.409A. [Signature Page Follows]

Code Section 409A. The parties intend (a) Notwithstanding any provision to the contrary herein, no Deferred Payments (as defined below) that become payable under this Agreement and by reason of Executive’s termination of employment with the benefits provided hereunder be interpreted and construed to comply with Code Section 409A to the extent applicable Company (or any successor entity thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein ) will be made in accordance with the applicable sections of this Agreement, provided that with respect to unless such termination of employment for reasons other than death, the payment at such time can be characterized as constitutes a “short-term deferralseparation from service” for purposes within the meaning of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A409A. Further, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until Company (or any successor entity thereto) within the earlier to occur meaning of the Executive’s death or Section 409A on the date that is six months and one day following the of Executive’s termination of employment (other than a termination of employment due to death), then the “Delay Period”). Upon Deferred Payments that are payable within the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the first six (6) months following Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not shall be settled or released delayed until the expiration first payroll date that occurs on or after the date that is six (6) months and one (1) day after the date of Executive’s termination of employment, when they shall be paid in full arrears. All subsequent Deferred Payments, if any, will be paid in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s employment termination but prior to the six (6) month anniversary of his employment termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Delay PeriodTreasury Regulations. For the purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees “Deferred Payment” means any severance pay or advisers will benefits to be liable paid or provided to the Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other individual claiming a benefit through the Executive) for any taxseverance payments or separation benefits, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, that in each case, without material diminution in the value of the payments or benefits to the Executive.when considered together, are considered deferred compensation under Section 409A.

Code Section 409A. The parties intend It is intended that the terms of this Agreement comply with Section 409A of the Code and related Treasury regulations (“Section 409A”) or an exemption therefrom, and the benefits provided hereunder terms of this Agreement will be interpreted accordingly; provided, however, that the Company, the Company’s affiliates, and construed their respective employees, officers, directors, agents and representatives (including, without limitation, legal counsel) will not have any liability to Employee with respect to any taxes, penalties, interest or other costs or expenses Employee or any related party may incur with respect to or as a result of Section 409A or for damages for failing to comply with Code Section 409A. Notwithstanding any provision to the contrary in this Agreement, with respect to any amounts under this Agreement that are determined to be deferred compensation for purposes of Section 409A and payable as a result of Employee’s termination of employment, Employee shall not be deemed to the extent applicable theretohave terminated employment unless and until Employee has experienced a “separation from service” (as that term is used in Section 409A). The time Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and form distinct payment for purposes of payment of incentive compensation, disability benefits, severance payments, expense Section 409A. Any reimbursements and payments of or in-kind benefits described herein provided to or for the benefit of Employee that constitute deferred compensation for purposes of Section 409A shall be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv). Accordingly, (i) all such reimbursements will be made not later than the last day of the calendar year after the calendar year in accordance with which the applicable sections expenses were incurred, (ii) any right to such reimbursements or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (iii) the amount of this Agreementthe expenses eligible for reimbursement, provided that with respect or the amount of any in-kind benefit provided, during any taxable year will not affect the amount of expenses eligible for reimbursement, or the in-kind benefits provided, in any other taxable year. Without limiting the foregoing and notwithstanding anything contained herein to termination of employment for reasons other than deaththe contrary, on and after the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A date on which the Company’s stock becomes publicly traded on an established securities market or as otherwise exempt from otherwise, to the provisions of Code extent required to avoid accelerated taxation or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or if any portion of the payment cannot be so characterized, other arrangement between Employee and the Executive is a “specified employee” under Code Section 409A, such portion of Company during the payment will six month period immediately following Employee’s separation from service shall instead be delayed until paid on the earlier to occur of the Executive’s death or first business day after the date that is six months and one day following the ExecutiveEmployee’s termination of employment separation from service (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Furtheror, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Companyearlier, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination Employee's date of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409Adeath), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and all regulatory and interpretative guidance issued thereunder (“Code Section 409A 409A”) to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In additionThe time or schedule of any payment or amount scheduled to be paid pursuant to the terms of this Agreement, including but not limited to any restricted stock unit or other equity-based award, payment or amount that provides for the “deferral of compensation” (as such term is described under Code Section 409A), may not be accelerated except as otherwise permitted under Code Section 409A and the guidance and Treasury regulations issued thereunder. Reimbursements that are exempt or may be excluded from Section 409A shall be excluded from Section 409A to the maximum extent possible. All other reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the disability benefits requirement that (A) any reimbursement is for expenses actually incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (B) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (C) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and severance (D) the right to reimbursement is not subject to liquidation or exchange for another benefit. For purposes of this Agreement, the terms “retirement,” “termination of employment,” “terminated,” “termination,” “this Agreement will be terminated” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Code Section 409A. If the sixty (60)-day period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”) and if there are payments due the Executive that are subject to Code Section 409A (and not exempt from Code Section 409A) that are: (i) conditioned on the Executive signing and not revoking a release of claims and (ii) otherwise due to be paid during the portion of the Crossover 60-Day Period that falls within the first year, then such payments will be treated as delayed and paid in a series lump sum during the portion of separate paymentsthe Crossover 60-Day Period that falls within the second year. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither Neither the Company, its subsidiaries, nor their respective directors, officers, employees Executives or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. The parties intend that Notwithstanding anything contained herein to the contrary, you shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to you under Section 7 of this Agreement unless you would be considered to have incurred a “separation from service” from the benefits provided hereunder be interpreted and construed to comply with Code Company within the meaning of Section 409A to of the extent applicable theretoCode. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in Section 3 that with respect are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding any provision to the contrary in this Agreement, no payment or distribution under this Agreement which constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of your termination of employment for reasons other than death, with the payment at such time can Company will be characterized as a “short-term deferral” for purposes made to you prior to the earlier of Code Section 409A or as otherwise exempt (i) the expiration of the six (6)-month period measured from the provisions date of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive your “separation from service” (as such term is a “specified employee” defined in Treasury Regulations issued under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death ) or (ii) the date of your death, if you are deemed at the time of such separation from service to be a “key employee” within the meaning of that term under Code Section 416(i) and such delayed commencement is six months and one day following the Executive’s termination of employment (the “Delay Period”otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the Delay Periodapplicable Code Section 409A(a)(2) deferral period, all payments and benefits delayed deferred pursuant to this section will Section 7(e) (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive you in a lump sum, and any remaining payments due under this Agreement will be payable at paid in accordance with the same time and normal payment dates specified for them herein. In addition, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the same form as such amounts would have been paid. FurtherCode, if the Executive is a “specified employee” you terminate employment after November 1st pursuant to Section 7(b) of this Agreement, amounts that would otherwise be payable and if any equity-based awards granted to the Executive by the Company, benefits that would otherwise be provided pursuant to this Agreement or otherwiseprior to December 31st of the year in which the termination of employment occurs shall, continue subject to vest upon the Executive’s previous sentence of this Section, instead be paid on the first business day following January 1st of the year following your termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. The parties intend that To the extent applicable, and notwithstanding anything herein to the contrary, this Agreement and the benefits provided Awards granted hereunder shall be interpreted and construed to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot Code and U.S. Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other guidance that may be so characterizedissued after the Effective Date. Notwithstanding anything herein to the contrary, and (i) if the Executive Participant is a “specified employee” under Code (as defined in Section 409A, such portion 409A of the payment will Code), Shares deliverable or amounts otherwise payable hereunder as a result of the Participant’s Termination shall be delayed until for such period of time as may be necessary to meet the earlier to occur requirements of Section 409A(a)(2)(B)(i) of the Executive’s death Code and (ii) each delivery of Shares or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive payment in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of deliveries or payments hereunder shall be deemed to be a separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements payment for purposes of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States lawthe Code. Provided that the Company administers this Agreement While each Award is intended to be structured in a manner consistent with to avoid the terms implication of this Agreementany penalty taxes under Section 409A of the Code, neither in no event whatsoever shall the Company, Company or any of its subsidiaries, nor their respective directors, officers, employees or advisers will Affiliates be liable to the Executive (or any other individual claiming a benefit through the Executive) for any additional tax, interest, or penalties that may be imposed on the Executive may owe Participant as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under of the Code Section 409A. If or any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order damages for failing to comply with the provisions of Code Section 409A, other applicable provisions 409A of the Code and/or any rules, regulations (other than for withholding obligations or other regulatory guidance issued obligations applicable to employers, if any, under such statutory provisions and, in each case, without material diminution in the value Section 409A of the payments or benefits Code). To the extent that any Award constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, any settlement of the Award otherwise scheduled to occur prior to the Executivesixtieth (60th) day following the Participant’s Termination hereunder, but for the Release Condition, shall not be made until the sixtieth (60th) day.

Code Section 409A. The parties intend that To the extent any provision of this Agreement and or action by the benefits provided hereunder be interpreted and construed Company would subject Executive to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment liability for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A interest or as otherwise exempt from the provisions of additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. Payments under this agreement are intended to be exempt from Code Section 409A, and, if not exempt, to be compliant with the requirements of Code Section 409A. Notwithstanding any provision of this Agreement to the contrary, to the extent any payments are part of a plan or agreement that is subject to Code Section 409A and such payments are payable on termination of employment (or other similar concept), such payments shall only be made if any portion of the payment cannot be so characterizedtriggering event also constitutes a “separation from service” within the meaning of Code Section 409A. In addition, if (A) the Company has any class of equity securities traded on a stock exchange and the (B) Executive is a “specified employee” (as that phrase is used for purposes of Code Section 409A) as of the date of Executive’s “separation from service,” any payment that is subject to Code Section 409A and is payable by reason of Executive’s “separation from service,” such payment shall not be made prior to the first day of the seventh (7th) calendar month following the date of Executive’s “separation from service” or the date of Executive’s death, if earlier. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, such portion while maintaining to the maximum extent practicable the original intent of the payment will this Agreement. This Section 17 shall not be delayed until the earlier to occur construed as a guarantee of the any particular tax effect for Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant guarantee that any such benefits will satisfy the Agreement will comply with provisions of Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the ExecutiveCode.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with Code Section 409A Notwithstanding anything to the extent applicable thereto. The contrary, if, at the time and form of payment his separation of incentive compensationservice from Employer, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under as defined pursuant to Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the amounts that Executive is a “specified employee” and if any equity-based awards granted entitled to the Executive by the Company, receive pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of otherwise exempt from Code Section 409A, each separately identifiable amount then to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends extent necessary to administer the Agreement so that it will comply with the requirements of Code Section 409A, no payments for such non-exempt amounts may be made under this Agreement before the Company does not represent or warrant that date which is six (6) months after Executive’s separation from service from Employer or, if earlier, Executive’s date of death. All such amounts, which would have otherwise been required to be paid during such six (6) months after Executive’s separation from service shall instead be paid (without interest) to Executive in one lump sum payment on the first business day of the seventh month after Executive’s separation from service from Employer or, if earlier, Executive’s date of death. All such remaining payments shall be made pursuant to their original terms and conditions. This Agreement will is intended to comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A and shall be construed and interpreted in accordance therewith. Employer may at any time amend this Agreement, or any payments to be made hereunder, as necessary to be in compliance with Code Section 409A and avoid taxation under the imposition on Executive of any potential excise taxes relating to Code Section 409A. If any compensation or benefits provided by Any reimbursements pursuant to the foregoing provisions of this Agreement result shall be paid as soon as reasonably practicable and in all events not later than the application end of Code Section 409A, Executive’s taxable year following the Company will modify this Agreement taxable year in which the least restrictive manner necessary related expense was incurred. Executive’s rights to reimbursement hereunder are not subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement in order to comply with one taxable year shall not affect the provisions amount of Code Section 409A, expenses eligible for reimbursement in any other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executivetaxable year.

Code Section 409A. The To the extent applicable, the parties intend that this Agreement and the benefits provided hereunder shall be interpreted and construed to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance a manner consistent with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, including any regulations or other guidance promulgated thereunder. For purposes thereof: (a) each payment under this Agreement shall be treated as a separate payment; (b) the exclusions for short-term deferrals and payments on account of involuntary termination of employment shall be applied to the fullest extent applicable; (c) payments to be made upon a termination of employment or on account of Executive’s Separation Date that are deemed to constitute deferred compensation within the meaning of Code Section 409A shall be made upon Executive’s “separation from service” as determined thereunder; (d) any reference herein to the termination of Executive’s employment or to Executive’s termination date or words of similar import shall mean and be deemed to refer to the date of his “separation from service” within the meaning of Code Section 409A; (e) if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” within the meaning of Code Section 409A, payments that are deemed to constitute deferred compensation within the meaning of Code Section 409A and that are payable on account of Executive’s separation from service, shall be delayed for six months as required under Code Section 409A, such portion and shall be made when first permitted, without liability for interest or loss of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment investment opportunity thereon; (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed f) to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at extent they constitute deferred compensation within the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions meaning of Code Section 409A, each separately identifiable amount all reimbursements and in-kind payments to be provided hereunder during one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; and (g) any reimbursement of an eligible expense shall be made promptly after proper substantiation of such expenses, but in no event later than the last day of the calendar year following the calendar year in which the Executive is entitled will expense was incurred and the right to reimbursement or in-kind benefits shall not be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends subject to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent liquidation or warrant that the Agreement will comply with Code Section 409A or exchange for any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executivebenefit.

Code Section 409A. The parties intend that this This Agreement and the benefits provided hereunder be interpreted and construed is intended to comply with Code Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and its corresponding regulations, or an exemption, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A, to the extent applicable theretoapplicable. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and Any payments of in-kind benefits described herein will be made in accordance with that qualify for the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “"short-term deferral” " exception or another exception under Section 409A shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if required by Section 409A, if the Employee is considered a "specified employee" for purposes of Code Section 409A or and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Section 409A (after taking into account all applicable exemptions), payment of such amounts shall be delayed as otherwise exempt from the provisions of Code required by Section 409A, or if any portion and the accumulated amounts shall be paid in a lump sum payment within ten (10) days after the end of the six-month period. If the Employee dies during the postponement period prior to the payment cannot of benefits, the amounts withheld on account of Section 409A shall be so characterized, and paid to the Executive is a “specified employee” under Code Section 409A, such portion personal representative of the payment will be delayed until Employee's estate within sixty (60) days after the earlier to occur date of the Executive’s death or the date that is six months and one day following the Executive’s Employee's death. All payments to be made upon a termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will may only be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is made upon a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described "separation from service" under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. 409A. For purposes of applying Section 409A of the provisions Code, the right to a series of Code Section 409A, each separately identifiable amount to which the Executive is entitled will installment payments under this Agreement shall be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as right to a series of separate payments. Although In no event may the Company intends to administer Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided under the Agreement so that it will comply shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement or if no such period is specified, during the Employee's lifetime, (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 no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding any provision contained herein, in no event shall the Company be obligated to reimburse the Employee for any additional tax (or related penalties and interest) Employee may incur by reason of application of Section 409A. “Termination of employment,” “resignation” or words of similar import, as used in this Agreement shall mean, with respect to any payments subject to Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Employee’s “separation from service” as defined by Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.409A.

Code Section 409A. The parties intend This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder be interpreted and construed are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections Notwithstanding any provision of this AgreementAgreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment canCompany shall not be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier required to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive assume any increased economic burden in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate paymentsconnection therewith. Although the Company intends to administer the this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will shall be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the this Agreement, and the Company and its subsidiaries will shall have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of If any payment or reimbursement, or portion thereof, under this Agreement will would be construed in deemed to be a manner in favor deferral of complying with any applicable requirements compensation not exempt from the provisions of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application and would be considered a payment upon a separation from service for purposes of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order and Executive is determined to comply with the provisions of be a "specified employee" under Code Section 409A, other applicable provisions then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in Termination of Executive's Employment (the value "Delay Period"). Upon the expiration of the Delay Period, the payments or benefits delayed pursuant to the Executive.this Section 12 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 12 shall be payable in accordance with their original payment schedule. RADISYS CORPORATION By: /s/ Xxxx Xxxxxxxx /s/ Xxxxx Xxxxxxx Xxxx Xxxxxxxx, CEO Xxxxx Xxxxxxx, VP of Platforms EXHIBIT A RELEASE OF CLAIMS

Code Section 409A. The parties intend This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder be interpreted and construed are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections Notwithstanding any provision of this AgreementAgreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment canCompany shall not be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier required to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive assume any increased economic burden in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate paymentsconnection therewith. Although the Company intends to administer the this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will shall be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the this Agreement, and the Company and its subsidiaries will shall have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of If any payment or reimbursement, or portion thereof, under this Agreement will would be construed in deemed to be a manner in favor deferral of complying with any applicable requirements compensation not exempt from the provisions of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application and would be considered a payment upon a separation from service for purposes of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order and Executive is determined to comply with the provisions of be a "specified employee" under Code Section 409A, other applicable provisions then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in Termination of Executive's Employment (the value "Delay Period"). Upon the expiration of the Delay Period, the payments or benefits delayed pursuant to the Executive.this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. RADISYS CORPORATION By: /s/ Xxxxx Xxxxxxx /s/ Xxxxx Xxxxxx Xxxxx Xxxxxxx, President and Chief Executive Officer Xxxxx Xxxxxx, Interim Chief Financial Officer and Vice President of Finance EXHIBIT A RELEASE OF CLAIMS

Code Section 409A. The parties intend that Payments made pursuant to this Plan and the Agreement are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding any provision in the Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all RSUs granted to Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the RSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any RSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the Participant by Section 409A, and the Participant shall have no recourse against the Company or any of its affiliates for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and benefits otherwise payable to or provided hereunder to the Participant under this Agreement. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement shall be interpreted and construed to comply with Code considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with possible under (i) the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A)) the “two years/two-times” involuntary separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), or which are hereby incorporated by reference. For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, such event must also constitute a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the payment cannot be so characterized, and assets” of the Executive Company within the meaning of Section 409A. If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its affiliates) as of his separation from service, to the extent any payment under Code this Agreement constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and such payment is payable by reason of a separation from service, then to the extent required by Section 409A, such portion of the payment will no payments due under this Agreement may be delayed made until the earlier to occur of: (i) the first day of the Executive’s death or the date that is six months and one day seventh month following the ExecutiveParticipant’s termination separation from service, or (ii) the Participant’s date of employment (the “Delay Period”). Upon the expiration of the Delay Perioddeath; provided, all however, that any payments and benefits delayed pursuant to during this section will six-month period shall be paid or reimbursed to in the Executive aggregate in a lump sum, and any remaining payments due under this Agreement will be payable at without interest, on the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration first day of the Delay Period. For purposes of applying seventh month following the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive Participant’s separation from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.service

Code Section 409A. The parties intend that Notwithstanding any other provision in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Company that such benefits provided hereunder shall, to the extent practicable, comply with, or be interpreted exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to comply with this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will apply shall not be made permitted unless such deferrals are in accordance compliance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, 409A. In the event that the Company (or if a successor thereto) has any portion of the payment cannot be so characterized, stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Code Section 409A), such portion any payment of deferred compensation subject to Code Section 409A to be made to the payment will Executive upon a separation from service may not be delayed until the earlier to occur of the Executive’s death or made before the date that is six months and one day following after the Executive’s termination of employment separation from service (the “Delay Period”or death, if earlier). Upon To the expiration of extent that the Delay PeriodExecutive becomes subject to the six-month delay rule, all payments and benefits delayed pursuant of deferred compensation subject to this section will be paid or reimbursed Code Section 409A that would have been made to the Executive in a lump sumduring the six months following his separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then such terms, provisions, and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement will shall be payable at construed in accordance with Code Section 409A if and to the same time and in the same form as such amounts would have been paidextent required. Further, if in the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to event that this Agreement or otherwise, continue any benefit thereunder shall be deemed not to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of comply with Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, then neither the Company, its subsidiariesthe Board, the Compensation Committee, nor its or their respective directors, officers, employees designees or advisers will agents shall be liable to the Executive (or any other individual claiming a benefit through the Executive) person for any taxactions, interestdecisions, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed determinations made in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executivegood faith.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as 10 such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. The intent of the parties intend is that payments and benefits under this Agreement (including all attachments, exhibits and annexes) be exempt from or comply with Section 409A of the benefits provided hereunder Internal Revenue Code of 1986, to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and construed be administered to comply be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A, Executive shall not be considered to have terminated employment with the Employer for purposes of this Agreement, and no payment shall be due to Executive under this Agreement, until Executive would be considered to have incurred a “separation from service” from the Employer within the meaning of Code Section 409A. Each amount to be paid or benefit to be provided to Executive pursuant to this Agreement that constitutes deferred compensation subject to Code Section 409A shall be construed as a separate identified payment for purposes of Code Section 409A. Notwithstanding anything to the contrary in this Agreement, to the extent applicable theretothat any payments to be made to the Executive upon his or her separation from service would result in the imposition of any individual penalty tax imposed under Code Section 409A by reason of Executive’s status as a “specified employee,” the payment shall instead be made on the first business day after the earlier of (i) the date that is six months following such separation from service and (ii) Executive’s death. The time and form To the extent that the Agreement provides for the reimbursement of payment of incentive compensationspecified expenses incurred by the Executive, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will such reimbursement shall be made in accordance with the applicable sections provisions of this the Agreement, provided that with respect to termination of employment for reasons other but in no event later than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur last day of the Executive’s death or the date that is six months and one day taxable year following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive taxable year in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate paymentexpense was incurred. In addition, the disability benefits and severance payments will be treated as a series The amount of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent expenses eligible for reimbursement or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or nonin-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or kind benefits provided by the Employer in any taxable year of the Executive shall not affect the amount of expenses or in-kind benefits to be reimbursed or provided in any other year (except in the case of maximum benefits to be provided under a medical reimbursement arrangement, if applicable). The parties have executed this Agreement result in effective as the application of Code Section 409A, the Effective Date. EMPLOYER: Stillwater Mining Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions /s/ Xxxxx Xxxxxxxxxx Xxxxx Xxxxxxxxxx Chairman of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in Board EXECUTIVE: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx EXHIBIT A Employer authorizes Executive to serve on the value follow Boards of Directors on the payments or benefits to dates listed below: Organization Date Authorized by Employer Nevada Iron Limited the Executive.Effective Date New Xxxxx Minerals Limited the Effective Date

Code Section 409A. The parties intend that To the extent applicable, and notwithstanding anything herein to the contrary, this Agreement Plan and the benefits provided Awards granted hereunder shall be interpreted and construed to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other guidance that may be so characterizedissued after the Effective Date. Notwithstanding anything herein to the contrary, and (i) if the Executive Participant is a “specified employee” under Code (as defined in Section 409A, such portion 409A of the payment will Code), Shares deliverable or amounts otherwise payable hereunder as a result of Participant’s Termination of Employment shall be delayed until for such period of time as may be necessary to meet the earlier to occur requirements of Section 409A(a)(2)(B)(i) of the Executive’s death Code and (ii) each delivery of Shares or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive payment in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of deliveries or payments hereunder shall be deemed to be a separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements payment for purposes of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States lawthe Code. Provided that the Company administers this Agreement While each Award is intended to be structured in a manner consistent with to avoid the terms implication of this Agreementany penalty taxes under Section 409A of the Code, neither in no event whatsoever shall the Company, Company or any of its subsidiaries, nor their respective directors, officers, employees or advisers will Affiliates be liable to the Executive (or any other individual claiming a benefit through the Executive) for any additional tax, interest, or penalties the Executive that may owe be imposed on Participant as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under of the Code Section 409A. If or any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order damages for failing to comply with the provisions of Code Section 409A, other applicable provisions 409A of the Code and/or any rules, regulations (other than for withholding obligations or other regulatory guidance issued obligations applicable to employers, if any, under such statutory provisions and, in each case, without material diminution in the value Section 409A of the payments or benefits Code). To the extent that any Award constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, any settlement of the Award otherwise scheduled to occur prior to the Executivesixtieth (60th) day following the Participant’s Termination of Employment hereunder, but for the Release Condition, shall not be made until the sixtieth (60th) day.

Code Section 409A. The parties intend (a) To the extent any provision of this Agreement or action by the Company would subject Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement and the benefits provided hereunder be interpreted and construed to will comply with Code Section 409A 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of Executive’s termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent applicable thereto. The time and form of payment of incentive compensationany reimbursements or in- kind benefit payments under this Agreement are subject to Code Section 409A, disability benefits, severance payments, expense such reimbursements and payments of in-kind benefits described herein will benefit payments shall be made in accordance with Treasury Regulation Section 1.409A- 3(i)(1)(iv). This Agreement may be amended to the applicable sections extent necessary (including retroactively) by the Company to avoid the application of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A taxes or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” interest under Code Section 409A, such portion while maintaining to the maximum extent practicable the original intent of the payment will this Agreement. This Section 17 shall not be delayed until the earlier to occur construed as a guarantee of the any particular tax effect for Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant guarantee that any such benefits will satisfy the Agreement will comply with provisions of Code Section 409A or any other provision of federal, state, local, or non-United States lawthe Code. Provided that the Company administers (b) Notwithstanding any provision of this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the contrary, if Executive (or any other individual claiming is determined to be a benefit through Specified Employee as of the Executive) for any taxTermination Date, interestthen, or penalties to the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes extent required pursuant to Code Section 409A. The provisions of 409A, payments due under this Agreement will that are deemed to be construed deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions lump-sum payment as of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value first day of the seventh month following the Termination Date (or, if earlier, as of Executive’s death), with all such delayed payments or benefits 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 (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be 1355121.v1 10

Code Section 409A. The parties intend agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Code and the benefits provided hereunder Treasury regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and all provisions of this Agreement shall be interpreted and construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event whatsoever will Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the extent applicable thereto. The time and form of payment of incentive any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, disability benefits, severance payments, expense reimbursements and payments for purposes of in-kind benefits described herein will be made in accordance with the applicable sections any such provision of this Agreement, provided that with respect references to a “termination,” “termination of employment for reasons other than death, the payment at such time can be characterized as a employment” or like terms shall mean “short-term deferralseparation from service.” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A409A(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 portion payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the payment will be delayed until six (6)-month period measured from the earlier to occur date of such “separation from service” of Executive, and (ii) the date of Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will Subsection 8.11 shall be paid or reimbursed to (without interest) on the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until first business day following the expiration of the Delay PeriodPeriod to Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount Executive’s right to which the Executive is entitled will receive any installment payments pursuant to this Agreement shall be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as right to receive a series of separate and distinct payments. Although 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 Company intends to administer the Agreement so that it will comply with the requirements date of Code Section 409Atermination”), the Company does not represent or warrant that actual date of payment within the Agreement will comply with Code Section 409A or any other provision specified period shall be within the sole discretion of federal, state, local, or non-United States lawCompany. Provided that the Company administers this Agreement in a manner consistent with the terms [Remainder of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result page intentionally left blank. Signatures of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executiveparties follow on next page.]

Code Section 409A. The parties intend This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder be interpreted and construed are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections Notwithstanding any provision of this AgreementAgreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment canCompany shall not be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier required to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive assume any increased economic burden in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate paymentsconnection therewith. Although the Company intends to administer the this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the this Agreement will comply with Code Section 409A or any other provision of federalxxxxxxxxx xx xxxxxxx, statexxxxx, localxxxxx, or nonxx xxx-United States Xxxxxx Xxxxxx law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will shall be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the this Agreement, and the Company and its subsidiaries will shall have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of If any payment or reimbursement, or portion thereof, under this Agreement will would be construed in deemed to be a manner in favor deferral of complying with any applicable requirements compensation not exempt from the provisions of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application and would be considered a payment upon a separation from service for purposes of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order and Executive is determined to comply with the provisions of be a "specified employee" under Code Section 409A, other applicable provisions then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in Termination of Executive's Employment (the value "Delay Period"). Upon the expiration of the Delay Period, the payments or benefits delayed pursuant to the Executivethis Section 14 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 14 shall be payable in accordance with their original payment schedule.

Code Section 409A. The parties intend To the extent applicable, it is intended that this Agreement and any payment made hereunder shall comply with the benefits requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided hereunder that for the avoidance of doubt, this provision shall not be interpreted and construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A 409A, which amendment may be retroactive to the extent applicable thereto. The time and form of permitted by Code Section 409A. Each payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will under this Agreement shall be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized treated as a “short-term deferral” separate payment for purposes of Code Section 409A 409A. In no event may the Employee, directly or as otherwise exempt from indirectly, designate the provisions calendar year of Code Section 409A, or if any portion of the payment cannot to be so characterized, made under this Agreement. All reimbursements and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and in-kind benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due provided under this Agreement will shall be payable at the same time and made or provided in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company does not represent or warrant that under this Agreement be made later than the Agreement will comply with Code Section 409A or any other provision end of federal, state, local, or nonthe calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-United States law. Provided kind benefits that the Company administers this Agreement is obligated to pay or provide in a manner consistent with any given calendar year shall not affect the terms of this Agreement, neither in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company 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 the Company, its subsidiaries, nor their respective directors, officers, employees ’s obligations to make such reimbursements or advisers will be liable to provide such in-kind benefits apply later than the Executive (or Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other individual claiming a benefit through advisors of the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly SGR\8735164.1 set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and its subsidiaries will have no obligation to indemnify or otherwise protect reporting) of the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions payment of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of hereunder under Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions 409A and any similar sections of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executivestate tax law.

Code Section 409A. The parties intend that RSUs are intended to comply with, or be exempt from, the applicable requirements of Section 409A of the Code and the rules and regulations issued thereunder and will be administered accordingly. Notwithstanding anything in this Agreement and or the benefits provided hereunder be interpreted and construed Plan to comply with Code the contrary, if the RSUs constitute “deferred compensation” under Section 409A of the Code, and if any RSUs become eligible to be settled upon the extent applicable thereto. The time and form Grantee’s termination of payment of incentive compensationemployment, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will such settlement may only be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as upon a “short-term deferralseparation from service” for purposes of Code as defined under Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot Code. If the Grantee is deemed by the Company at the time of the Grantee’s separation from service to be so characterized, and the Executive is a “specified employee” under Code for purposes of Section 409A, such portion 409A of the payment Code, and to the extent delayed commencement of settlement to which the Grantee is entitled under this Agreement is required in order to avoid subjecting the Grantee to additional tax or interest (or both) BXXXX & BXXXX, INC.RESTRICTED STOCK UNIT AWARD AGREEMENT(Key Corporate Leaders / Profit Center Leaders / Other Leaders) under Section 409A of the Code, then any such settlement will be delayed until not occur prior to the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon i) the expiration of the Delay Period, all payments and benefits delayed six (6) month period measured from the date of the separation from service or (ii) the date of the Grantee’s death. Any settlement deferred pursuant to this section the preceding sentence will be paid or reimbursed to occur on the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until first business day following the expiration of the Delay Periodapplicable period. For purposes The settlement of applying each portion of the provisions of Code RSUs that is scheduled to vest on the Scheduled Vesting Date under Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms 2 of this Agreement, neither the Companyand each payment of Dividend Equivalents, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable deemed a separate payment for purposes of Section 409A of the Code. The settlement of RSUs may not be accelerated by the Company except to the Executive (extent permitted under Section 409A of the Code. The Committee may, however, accelerate the vesting of RSUs, without changing the settlement terms of such RSUs. The Committee reserves the right, to the extent the Committee deems necessary or any other individual claiming a benefit through advisable in its sole discretion, to unilaterally amend or modify the Executive) for any tax, interest, Plan and/or this Agreement to ensure that all RSUs and related Dividend Equivalents are exempt from or penalties the Executive may owe as a result of compensation paid under the Agreementotherwise have terms that comply, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying operation comply, with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case(including, without material diminution in limitation, the value avoidance of penalties thereunder). If any mandatory term required for RSUs or related Dividend Equivalents to avoid tax penalties under Section 409A of the payments Code is not otherwise explicitly provided under this Agreement or benefits to the ExecutivePlan, such term is hereby incorporated by reference and fully applicable as if set forth in this Agreement.

Code Section 409A. The parties intend This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder be interpreted and construed are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections Notwithstanding any provision of this AgreementAgreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment canCompany shall not be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier required to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive assume any increased economic burden in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate paymentsconnection therewith. Although the Company intends to administer the this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will shall be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the this Agreement, and the Company and its subsidiaries will shall have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of If any payment or reimbursement, or portion thereof, under this Agreement will would be construed in deemed to be a manner in favor deferral of complying with any applicable requirements compensation not exempt from the provisions of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application and would be considered a payment upon a separation from service for purposes of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order and Executive is determined to comply with the provisions of be a "specified employee" under Code Section 409A, other applicable provisions then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in Termination of Executive's Employment (the value "Delay Period"). Upon the expiration of the Delay Period, the payments or benefits delayed pursuant to the Executive.this Section 12 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 12 shall be payable in accordance with their original payment schedule. RADISYS CORPORATION By: /s/ Xxxx Xxxxxxxx /s/ Xxxx Xxxxxx Xxxx Xxxxxxxx, CEO Xxxx Xxxxxx, VP of Global Sales EXHIBIT A RELEASE OF CLAIMS

Code Section 409A. The parties intend that (i)If any provision of this Agreement and (or of any award of compensation, including equity compensation or benefits) would cause you to incur any additional tax or interest under Section 409A of the benefits provided hereunder be interpreted and construed Code or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with you, reform such provision to comply with Code Section 409A of the Code; provided, that the Company agrees to maintain, to the maximum extent applicable thereto. The time practicable, the original intent and form economic benefit to you of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections provision without violating the provisions of Section 409A of the Code. (ii) Notwithstanding any provision to the contrary in this Agreement, if the date of any payment or the commencement of any installment payments payable under this Agreement must be delayed for six months in order to meet the requirements of Section 409A(a)(2)(B) of the Code applicable to “specified employees”, then any such payment or payments shall not be made or provided that with respect (subject to termination the last sentence hereof) prior to the earlier of employment for reasons other than death, (A) the payment at such time can be characterized as a “short-term deferral” for purposes expiration of Code Section 409A or as otherwise exempt the six month period measured from the provisions date of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive your “separation from service” (as such term is a “specified employee” defined in Treasury Regulations issued under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death ) or (B) the date that is six months and one day following the Executive’s termination of employment your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will Section 11(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive you in a lump sum, and any remaining payments due under this Agreement will shall be payable at paid or provided in accordance with the same time and in normal payment dates specified for them herein.(iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the same form as payment of any amounts or benefits subject to Code Section 409A upon or following a termination of employment unless such amounts would have been paid. Further, if the Executive termination is also a “specified employeeseparation from service” and if within the meaning of Code Section 409A and, for purposes of any equity-based awards granted such provision of this Agreement, references to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s a “termination,” “termination of employment, and are deemed a ” or like terms shall mean “deferral of compensationseparation from service.” (iv) (a) All expenses or other reimbursements as 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 term is described under Code Section 409A), expenses were incurred by you (b) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the equityexpenses eligible for reimbursement in any other taxable year and (c) the right to reimbursement or in-based awards will kind benefits shall not be settled subject to liquidation or released until the expiration of the Delay Period. exchanged for another benefit.(v) For purposes of applying the provisions of Code Section 409A, each separately identifiable amount your right to which the Executive is entitled will receive any installment payments pursuant to this Agreement shall be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as right to receive a series of separate and distinct payments. Although 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 Company intends to administer the Agreement so that it will comply with the requirements date of Code Section 409Atermination”), the Company does not represent or warrant that actual date of payment within the Agreement will comply with Code Section 409A or any other provision specified period shall be within the sole discretion of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulatory and interpretative guidance issued thereunder (“Code Section 409A 409A”) to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-equity- based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In additionThe time or schedule of any payment or amount scheduled to be paid pursuant to the terms of this Agreement, including but not limited to any restricted stock unit or other equity-based award, payment or amount that provides for the “deferral of compensation” (as such term is described under Code Section 409A), may not be accelerated except as otherwise permitted under Code Section 409A and the guidance and Treasury regulations issued thereunder. For purposes of this Agreement, the disability benefits terms “retirement,” “termination of employment,” “terminated,” “termination,” “this Agreement will be terminated” and severance variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Code Section 409A. If the sixty (60)-day period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”) and if there are payments due the Executive that are subject to Code Section 409A (and not exempt from Code Section 409A) that are: (i) conditioned on the Executive signing and not revoking a release of claims and (ii) otherwise due to be paid during the portion of the Crossover 60-Day Period that falls within the first year, then such payments will be treated as delayed and paid in a series lump sum during the portion of separate paymentsthe Crossover 60-Day Period that falls within the second year. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.or

Code Section 409A. The parties intend that this This Agreement and the benefits provided hereunder be interpreted and construed is intended to comply with Code Section 409A of the Code, and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in kind distributions, and shall be administered accordingly. Executive hereby agrees that the Company may, without further consent from Executive, make the minimum changes to this Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on Executive pursuant to Section 409A of the Code. The Company cannot guarantee that the payments and benefits that may be paid or provided pursuant to this Agreement will satisfy all applicable provisions of Section 409A of the Code. In the case of any reimbursement payment that is required to be made promptly under this Agreement, such payment will be made in all instances no later than December 31 of the calendar year following the calendar year in which the obligation to make such reimbursement arises. 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. To the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense that reimbursements and payments of or other in-kind benefits described herein will under this letter constitute nonqualified deferred compensation, (x) 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 accordance with which such expenses were incurred by Executive, (y) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (z) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the applicable sections expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Notwithstanding the foregoing, if any payments or benefits under this Agreement become subject to Section 409A of this Agreementthe Code, provided then for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the date of termination, any amount of such Non-Exempt Payments that with respect would be paid prior to the six (6) month anniversary of the date of termination shall instead be accumulated and paid to Executive in a lump sum payment within five (5) business days after such six (6) month anniversary. A termination of employment for reasons other than death, the payment at such time can shall be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or deemed to occur only if any portion of the payment cannot be so characterized, and the Executive it is a “specified employeeseparation from service” as such term is defined under Code Section 409A, such portion of the payment will be delayed until the earlier and references to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a termination,” “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed ,” or like terms shall mean a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive separation from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executiveservice.”

Code Section 409A. The intent of the parties intend is that payments and benefits under this Agreement and the benefits provided hereunder comply with, or be interpreted and construed to comply with exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“Code Section 409A”) and, accordingly, to the maximum extent applicable theretopermitted, this Agreement shall be interpreted to be in compliance therewith. The time and form A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of incentive any amounts or benefits upon or following a termination of employment that are considered “non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, disability benefits, severance payments, expense reimbursements and payments for purposes of in-kind benefits described herein will be made in accordance with the applicable sections any such provision of this Agreement, provided that with respect references to a “termination,” “termination of employment for reasons other than death, employment” or like terms shall mean “separation from service.” If the payment at such time can Restricted Person is deemed on the date of termination to be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such portion payment or benefit shall be made or provided at the date which is the earlier of (A) the day after the expiration of the payment will be delayed until six-month period measured from the earlier to occur date of the ExecutiveRestricted Person’s “separation from service,” and (B) the date of the Restricted Person’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will Section 3.1 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive Restricted Person in a lump sum, sum and any remaining payments and benefits due under this Agreement will shall be payable at the same time and in the same form paid or provided as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Periodherein. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or Restricted Person’s right to receive any other provision of federal, state, local, or non-United States law. Provided that the Company administers installment payments pursuant to this Agreement in shall be treated as a manner consistent with the terms right to receive a series of this Agreementseparate and distinct payments. In no event shall any of Parent, neither the Company, its subsidiariesMergerSub, nor their respective directors, officers, employees or advisers will the Surviving Corporation be liable to the Executive (or any other individual claiming a benefit through the Executive) for any additional tax, interest, interest or penalties penalty that may be imposed on the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Restricted Person by Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.409A.

Code Section 409A. With respect to any payments or benefits hereunder that are subject to Code Section 409A and any official guidance and regulations issued thereunder (together “Code Section 409A”) and that are payable on account of Executive’s termination of employment, such payments shall only be made if such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A. The Company may adjust any payment hereunder to avoid liability or obligation under Code Section 409A but such adjustments shall ensure that the payments are made in a manner that is as close to the terms of this Agreement as possible. Notwithstanding anything to the contrary contained in this Agreement, all reimbursements for costs and expenses under this Agreement will be paid in no event later than the end of the calendar year following the calendar year in which Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. In the event that the period for Executive to execute any required release and the Company’s obligation to pay any amount referenced in the section straddles two calendar years, the payment will be made in the later calendar year. The Company and the Bank make no representations or warranties to Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of the Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from Executive or any other individual to the Company or any of its affiliates. Executive, by executing this Agreement, shall be deemed to have waived any claim against the Company and its affiliates with respect to any such tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder. However, the parties intend that this Agreement and the payments and other benefits provided hereunder be interpreted and construed to comply with exempt from the requirements of Code Section 409A to the maximum extent applicable thereto. The time and form of payment of incentive compensationpossible, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with whether pursuant to the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9) (iii), or otherwise. To the extent Code Section 409A or as otherwise exempt from is applicable to this Agreement (and such payments and benefits); the provisions of parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A409A. Notwithstanding any other provision of this Agreement to the contrary, or this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. In addition, if any portion of the payment cannot be so characterized, and the Executive is a “specified employee,” within the meaning of Code Section 409A, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, such portion of amounts that would otherwise be payable under this Agreement during the payment will be delayed until the earlier to occur of the six (6) month period immediately following Executive’s “separation from service” for reasons other than Executive’s death or (except those payments that may be exempt from Code Section 409A) shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive in a lump Michel Executive Employment Agreement sum on the first business day after the date that is six (6) months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive separation from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executiveservice.

Code Section 409A. The parties intend With respect to U.S. taxpayers, it is intended that the terms of the PSU Award will comply with the provisions of section 409A of the Code and the Treasury Regulations relating thereto so as not to subject the Participant to the payment 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 benefits provided hereunder be interpreted Committee may adopt such amendments to this Agreement or adopt other policies and construed 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 of the Code Section 409A to the extent applicable theretoand related U.S. Department of Treasury guidance. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections For purposes of this AgreementPSU Award, each amount to be paid or benefit to be provided that with respect to termination of employment for reasons other than death, the payment at such time can shall be characterized construed as a “short-term deferral” separate identified payment for purposes of Code Section section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterizedCode. Notwithstanding any provision in the Plan to the contrary, and if the Executive Participant is a “specified employee” under Code Section 409A, such portion within the meaning of section 409A of the payment will Code, then to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, the Participant shall not be delayed entitled to any payments upon the Participant’s Termination of Service until the earlier to occur of: (i) the expiration of the Executive’s death or six (6)-month period measured from the date that is six months and one day following of the ExecutiveParticipant’s termination separation from service or (ii) the date of employment (the “Delay Period”)Participant’s death. Upon the expiration of the Delay Periodapplicable waiting period set forth in the preceding sentence, all payments and benefits delayed deferred pursuant to this section will Section 22 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive Participant in a lump sumsum 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 Agreement PSU Award will be payable at paid in accordance with the same time and in normal payment dates specified for them herein. Notwithstanding any provision of the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted Plan to the Executive by the Companycontrary, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although in no event shall the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will affiliate be liable to the Executive Participant on account of an PSU Award’s failure to (i) qualify for favorable U.S. or any other individual claiming a benefit through foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, section 409A of the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409ACode. In that light, the Company will modify makes no representation or covenant to ensure that this Agreement in the least restrictive manner necessary in order PSU Award is (or that PSU awards generally are) intended to comply with the provisions of Code Section 409Abe exempt from, other applicable provisions or compliant with, section 409A of the Code and/or are not so exempt or compliant or for any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in action taken by the value of the payments or benefits to the ExecutiveCommittee with respect thereto.

Code Section 409A. The parties intend It is intended that the terms of this Agreement comply with Section 409A of the Code and related Treasury Regulations (“Section 409A”) or an exemption therefrom, and the benefits provided hereunder terms of this Agreement will be interpreted and construed accordingly. Notwithstanding any provision to comply the contrary in this Agreement, with Code respect to any amounts under this Agreement that are determined to be deferred compensation for purposes of Section 409A and payable as a result of Employee’s termination of employment, Employee shall not be deemed to the extent applicable theretohave terminated employment unless and until Employee has experienced a “separation from service” (as that term is used in Section 409A). The time Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and form distinct payment for purposes of payment of incentive compensation, disability benefits, severance payments, expense Section 409A. Any reimbursements and payments of or in-kind benefits described herein provided to or for the benefit of Employee that constitute deferred compensation for purposes of Section 409A shall be provided in a manner that complies with Treasury Regulation Section 1.409A- 3(i)(1)(iv). Accordingly, (i) all such reimbursements will be made not later than the last day of the calendar year after the calendar year in accordance with which the applicable sections expenses were incurred; (ii) any right to such reimbursements or in-kind benefits will not be subject to liquidation or exchange for another benefit and (iii) the amount of this Agreementthe expenses eligible for reimbursement, provided that with respect or the amount of any in-kind benefit provided, during any taxable year will not affect the amount of expenses eligible for reimbursement, or the in-kind benefits provided, in any other taxable year. Without limiting the foregoing and notwithstanding anything contained herein to termination of employment for reasons other than deaththe contrary, on and after the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A date on which the Company’s stock becomes publicly traded on an established securities market or as otherwise exempt from otherwise, to the provisions of Code extent required to avoid accelerated taxation or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or if any portion of the payment cannot be so characterized, other arrangement between Employee and the Executive is a “specified employee” under Code Section 409A, such portion of Company during the payment will six month period immediately following Employee’s separation from continued employment shall instead be delayed until paid on the earlier to occur of the Executive’s death or first business day after the date that is six months and one day following the ExecutiveEmployee’s termination of separation from continued employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Furtheror, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Companyearlier, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination Employee's date of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409Adeath), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder This award of Performance Units is intended to be interpreted and construed to exempt from or comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes requirements of Code Section 409A or as otherwise exempt from the provisions of and shall be administered in accordance with Code Section 409A409A. Notwithstanding anything in this Agreement to the contrary, or if any portion of the payment cannot be so characterized, Performance Units constitute “deferred compensation” under Code Section 409A and the Executive Performance Units become vested and settled upon the Participant’s termination of employment, payment with respect to the Performance Units shall be delayed for a period of six months after the Participant’s termination of employment if the Participant is a “specified employee” as defined under Code Section 409A (as determined by the Committee) and if required pursuant to Code Section 409A. If payment is delayed, the shares of Stock of the Company and accrued cash dividend equivalents shall be distributed within 30 days after the date that is the six-month anniversary of the Participant’s termination of employment. If the Participant dies during the six-month delay, the shares of Stock and accrued cash dividend equivalents shall be distributed in accordance with the Participant’s will or under the applicable laws of descent and distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this award of Performance Units may only be made in a manner and upon an event permitted by Code Section 409A, and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed if required pursuant to this section will be paid or reimbursed to Code Section 409A. To the Executive in a lump sum, and extent that any remaining payments due under provision of this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is cause a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply conflict with the requirements of Code Section 409A, or would cause the Company does not represent or warrant that administration of the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that Performance Units to fail to satisfy the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, such provision shall be deemed null and void to the Company will modify this Agreement extent permitted by applicable law. In no event shall the Participant, directly or indirectly, designate the calendar year of payment. If the Performance Units constitute “deferred compensation” under Code Section 409A and payment is subject to the execution of a Release, and if such payment could be made in more than one taxable year, payment shall be made in the least restrictive manner necessary in order to comply with the provisions of later taxable year, if required by Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.409A. [Signature Page Follows]

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections For purposes of this Agreement, provided that with respect to a termination of employment for reasons other than deathwill be determined consistent with the rules relating to a “separation from service” as defined in Section 409A of the Code and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, and Employee is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Employee’s separation from service from the Company or (ii) the date of Employee’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment at thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’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 time can a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this Agreement may be characterized classified as a “short-term deferral” for purposes within the meaning of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed Section 409A. Payments pursuant to this section will be paid or reimbursed are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the Executive in a lump sum, and extent any remaining payments due expense reimbursement or the provision of any in-kind benefit under this Agreement will is determined to be payable at subject to Section 409A of the same time Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other 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 year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, any in-kind benefit be subject to liquidation or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) exchange for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executiveanother benefit.

Code Section 409A. The parties intend that this This Agreement and the benefits provided award of Units hereunder be interpreted and construed are intended to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant and shall at all times be interpreted, operated and administered in accordance with such intent. If payment of any amount that the Agreement will comply with constitutes a deferral of compensation subject to Code Section 409A or any other provision is triggered by a separation from service, which separation occurs while the Grantee is a “specified employee” (as defined by Code Section 409A) of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiariesand if such amount is scheduled to be paid within six (6) months after such separation from service, nor their respective directorsthe amount shall accrue without interest and shall be paid the first business day after the end of such six-month period, officersor, employees if earlier, within 15 days after the appointment of the personal representative or advisers will be liable executor of the Grantee’s estate following the Grantee’s death. “Termination of employment,” “resignation,” “retirement” or words of similar import, as used in this Agreement shall mean, with respect to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result payments that constitute deferrals of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation subject to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Grantee’s “separation from service” as defined by Code Section 409A. If payment of any amount that constitutes a deferral of compensation subject to Code Section 409A is triggered by a Change in Control that is not a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations (a “409A Change in Control”), then any such payment will modify not be paid until the earliest to occur of (i) the date on which the payment would otherwise have been made in absence of the Change in Control, (ii) the Grantee’s separation from service with the Company, and (iii) a 409A Change in Control. Each pro rata portion of the Performance Share Units that ceases to be subject to a substantial risk of forfeiture in a given calendar year shall be deemed to be a separate payment for purposes of Code Section 409A. Notwithstanding anything in the Plan or this Agreement to the contrary, the Grantee shall be solely responsible for the tax consequences of the Units, and in no event shall the least restrictive manner necessary in order Company have any responsibility or liability if an award under the Plan is subject to and/or fails to comply with the provisions requirements of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.409A.

Code Section 409A. The parties intend that (i) If any provision of this Agreement and (or of any award of compensation, including equity compensation or benefits) would cause you to incur any additional tax or interest under Section 409A of the benefits provided hereunder be interpreted and construed Code or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with you, reform such provision to comply with Code Section 409A of the Code; provided, that the Company agrees to maintain, to the maximum extent applicable thereto. The time practicable, the original intent and form economic benefit to you of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections provision without violating the provisions of Section 409A of the Code. (ii) Notwithstanding any provision to the contrary in this Agreement, provided that with respect if you are deemed on the Date of Termination to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” within the meaning of that term under Section 409(a)(2)(B) of the Code and the Company is a public company, then the payments specified as being subject to this Section 11(b)(ii) shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (A) the expiration of the six month period measured from the date of your “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death ) or (B) the date that is six months and one day following the Executive’s termination of employment your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will Section 11(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive you in a lump sum, and any remaining payments due under this Agreement will shall be payable at paid or provided in accordance with the same time and in normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the same form as payment of any amounts or benefits subject to Code Section 409A upon or following a termination of employment unless such amounts would have been paid. Further, if the Executive termination is also a “specified employeeseparation from service” and if within the meaning of Code Section 409A and, for purposes of any equity-based awards granted such provision of this Agreement, references to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s a “termination,” “termination of employment, and are deemed a ” or like terms shall mean “deferral of compensationseparation from service.” (iv) (a) All expenses or other reimbursements as 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 term is described under Code Section 409A), expenses were incurred by you (b) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the equityexpenses eligible for reimbursement in any other taxable year and (c) the right to reimbursement or in-based awards will kind benefits shall not be settled subject to liquidation or released until the expiration of the Delay Periodexchanged for another benefit. (v) For purposes of applying the provisions of Code Section 409A, each separately identifiable amount your right to which the Executive is entitled will receive any installment payment pursuant to this Agreement shall be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as right to receive a series of separate and distinct payments. Although 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 Company intends to administer the Agreement so that it will comply with the requirements date of Code Section 409Atermination”), the Company does not represent or warrant that actual date of payment within the Agreement will comply with Code Section 409A or any other provision specified period shall be within the sole discretion of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. The parties intend that this This Agreement and the benefits provided hereunder be interpreted and construed is intended to comply with Code Section 409A of the Code, and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in kind distributions, and shall be administered accordingly. Executive hereby agrees that the Company may, without further consent from Executive, make the minimum changes to this Agreement as may be necessary or appropriate to avoid the extent applicable theretoimposition of additional taxes or penalties on Executive pursuant to Section 409A of the Code. The time Company cannot guarantee that the payments and form benefits that may be paid or provided pursuant to this Agreement will satisfy all applicable provisions of Section 409A of the Code. In the case of any reimbursement payment of incentive compensationwhich is required to be made promptly under this Agreement, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein such payment will be made in accordance with all instances no later than December 31 of the applicable sections of this Agreement, provided that with respect calendar year following the calendar year in which the obligation to termination of employment for reasons other than death, the payment at make such time can be characterized as a “short-term deferral” for reimbursement arises. For purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterizedCode, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all right to receive installment payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as right to receive a series of separate and distinct payments. Although To the Company intends extent that reimbursements or other in-kind benefits under this letter constitute nonqualified deferred compensation, (x) all expenses or other reimbursements hereunder shall be made on or prior to administer the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (y) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (z) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Notwithstanding the foregoing, if any payments or benefits under this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code become subject to Section 409A of the Code, then for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid exemption available under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or (the “Non-Exempt Payments”), if Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the date of termination, any rules, regulations or other regulatory guidance issued under amount of such statutory provisions and, in each case, without material diminution in Non-Exempt Payments that would be paid prior to the value six (6) month anniversary of the payments date of termination shall instead be accumulated and paid to Executive in a lump sum payment within five (5) business days after such six (6) month anniversary. A termination of employment shall be deemed to occur only if it is a “separation from service” as such term is defined under Section 409A of the Code, and references to “termination,” “termination of employment,” or benefits to the Executivelike terms shall mean a “separation from service.”

Code Section 409A. With respect to any payments or benefits hereunder that are subject to Code Section 409A and any official guidance and regulations issued thereunder (together “Code Section 409A”) and that are payable on account of Executive’s termination of employment, such payments shall only be made if such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement, all reimbursements for costs and expenses under this Agreement will be paid in no event later than the end of the calendar year following the calendar year in which Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. The Company makes no representations or warranties to Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of the Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from Executive or any other individual to the Company or any of its affiliates. Executive, by executing this Agreement, shall be deemed to have waived any claim against the Company and its affiliates with respect to any such tax, economic or legal consequences. However, the parties intend that this Agreement and the payments and other benefits provided hereunder be interpreted and construed to comply with exempt from the requirements of Code Section 409A to the maximum extent applicable thereto. The time and form of payment of incentive compensationpossible, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with whether pursuant to the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), 11 the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A or as otherwise exempt from is applicable to this Agreement (and such payments and benefits), the provisions of parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A409A. Notwithstanding any other provision of this Agreement to the contrary, or this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. In addition, if any portion of the payment cannot be so characterized, and the Executive is a “specified employee,” within the meaning of Code Section 409A, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, such portion of amounts that would otherwise be payable under this Agreement during the payment will be delayed until the earlier to occur of the six (6) month period immediately following Executive’s “separation from service” for reasons other than Executive’s death or shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive in a lump sum on the first business day after the earlier of the date that is six (6) months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive separation from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executiveservice.

Code Section 409A. The parties intend This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder be interpreted and construed are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections Notwithstanding any provision of this AgreementAgreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment canCompany shall not be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier required to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive assume any increased economic burden in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate paymentsconnection therewith. Although the Company intends to administer the this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will shall be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the this Agreement, and the Company and its subsidiaries will shall have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of If any payment or reimbursement, or portion thereof, under this Agreement will would be construed in deemed to be a manner in favor deferral of complying with any applicable requirements compensation not exempt from the provisions of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application and would be considered a payment upon a separation from service for purposes of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order and Executive is determined to comply with the provisions of be a "specified employee" under Code Section 409A, other applicable provisions then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in Termination of Executive's Employment (the value "Delay Period"). Upon the expiration of the Delay Period, the payments or benefits delayed pursuant to the Executive.this Section 12 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 12 shall be payable in accordance with their original payment schedule. RADISYS CORPORATION By: Xxxx Xxxxxxxx, CEO Xxxxx Xxxxxxx, VP of Platforms EXHIBIT A RELEASE OF CLAIMS

Code Section 409A. The intent of the parties intend is that payments and benefits under this Agreement and the benefits provided hereunder comply with, or be interpreted and construed to comply with exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder ("Code Section 409A") and, accordingly, to the maximum extent applicable theretopermitted, this Agreement will be interpreted to be in compliance therewith. The time and form A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of incentive any amounts or benefits upon or following a termination of employment that are considered "non-qualified deferred compensation" under Code Section 409A unless such termination is also a "separation from service" within the meaning of Code Section 409A and, disability benefits, severance payments, expense reimbursements and payments for purposes of in-kind benefits described herein will be made in accordance with the applicable sections any such provision of this Agreement, provided that with respect references to a "termination," “termination of employment for reasons other than deathemployment" or like terms will mean "separation from service." If you are deemed on the date of termination to be a "specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), the then with regard to any payment at such time can be characterized as a “shortthat is considered non-term deferral” for purposes of qualified deferred compensation under Code Section 409A payable on account of a "separation from service," such payment or as otherwise exempt benefit will be made or provided at the date which is the earlier of (A) the day after the expiration of the six-month period measured from the provisions date of Code Section 409A, or if any portion of the payment cannot be so characterized, your "separation from service," and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or (B) the date that is six months and one day following the Executive’s termination of employment your death (the “"Delay Period”"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to the Executive you in a lump sum, sum and any remaining payments and benefits due under this Agreement will be payable at paid or provided in accordance with the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “normal payment dates specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Periodfor them herein. For purposes of applying the provisions pu1p0ses of Code Section 409A, each separately identifiable amount your right to which the Executive is entitled receive any installment payments pursuant to this Agreement will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as right to receive a series of separate and distinct payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. The parties intend agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Code and the benefits provided hereunder Treasury regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and all provisions of this Agreement shall be interpreted and construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event whatsoever will Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the extent applicable thereto. The time and form of payment of incentive any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, disability benefits, severance payments, expense reimbursements and payments for purposes of in-kind benefits described herein will be made in accordance with the applicable sections any such provision of this Agreement, provided that with respect references to a “termination,” “termination of employment for reasons other than death, the payment at such time can be characterized as a employment” or like terms shall mean “short-term deferralseparation from service.” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A409A(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 portion payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the payment will be delayed until six (6)-month period measured from the earlier to occur date of such “separation from service” of Executive, and (ii) the date of Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will Subsection 8.11 shall be paid or reimbursed to (without interest) on the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until first business day following the expiration of the Delay PeriodPeriod to Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount Executive’s right to which the Executive is entitled will receive any installment payments pursuant to this Agreement shall be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as right to receive a series of separate and distinct payments. Although 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 Company intends to administer the Agreement so that it will comply with the requirements date of Code Section 409Atermination”), the Company does not represent or warrant that actual date of payment within the Agreement will comply with Code Section 409A or any other provision specified period shall be within the sole discretion of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither Aon plc, the Company, its any of their subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive. Signature page follows.

Code Section 409A. The parties intend that To the extent applicable, this Agreement and the benefits provided hereunder shall be interpreted and construed to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with Section 409A of the applicable sections Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be 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 Administrator determines that the RSUs may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this Agreement), the Administrator 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 Administrator determines are necessary or appropriate to (a) exempt the RSUs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided that with respect to termination the RSUs, or (b) comply with the requirements of employment for reasons other than deathSection 409A of the Code and related Department of Treasury guidance; provided, however, that (i) this Section 17 shall not create any obligation on the part of the Company, the payment at Manager or any Parent, Subsidiary or Affiliate of the Company or the Manager to adopt any such time can amendment, policy or procedure or take any such other action and (ii) prior approval by the Board shall be characterized as required if the Administrator’s adoption of any such amendment, policy or procedure or taking any such other action would result in material cost or other material liability to the Company. For purposes of this Agreement, a Termination of Service will be determined consistent with the rules relating to a “short-term deferralseparation from service” for purposes of Code as defined in Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot Code and related Department of Treasury guidance. Notwithstanding any provision of this Agreement to the contrary, to the extent that the Participant is deemed at the time of the Participant’s Termination of Service to be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion 409A of the payment will Code and related Department of Treasury guidance, then any payments in respect of the RSUs shall not be delayed made or commence until the earlier to occur of (i) the Executive’s death or the date that is six months and one first business day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Periodsix-month period measured from the Participant’s separation from service from the Company or (ii) the Participant’s death following such separation from service; provided, all payments and benefits delayed pursuant to this section will however, that such deferral shall only be paid or reimbursed effected to the Executive in a lump sumextent required to avoid adverse tax treatment to the Participant, and any remaining payments due including, without limitation, the additional tax for which the Participant would otherwise be liable under this Agreement will be payable at the same time and Section 409A(a)(1)(N) in the same form as absence of such amounts would have been paida deferral. FurtherFor purposes of Section 409A of the Code, if the Executive is any right to a “specified employee” and if any equity-based awards granted to the Executive by the Company, series of payments pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will shall be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as right to a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with Code Section 409A to To the extent applicable thereto. The time and form notwithstanding any other provision of payment of incentive compensationthe Plan, disability benefitsthe Plan and Award Agreements hereunder shall be administered, severance payments, expense reimbursements operated and payments of in-kind benefits described herein will be made interpreted in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, including, any regulations or if other guidance that may be issued after the date on which the Board approves the Plan; provided that, in the event that the Committee determines that any portion of the payment cannot amounts payable hereunder may be so characterized, and the Executive is taxable to a “specified employee” Grantee under Code Section 409A409A prior to the payment and/or delivery to such Grantee of such amount, the Company may (a) adopt such portion amendments to the Plan and related Award, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive provided by the CompanyPlan and Awards hereunder, pursuant and/or (b) take such other actions as the Committee determines necessary or appropriate to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with or exempt the Plan and/or Awards from the requirements of Code Section 409A409A. The Company and its Subsidiaries make no guarantees to any Person regarding the tax treatment of Awards or payments made under the Plan, and, notwithstanding the above provisions and any agreement or understanding to the contrary, if any Award, payments or other amounts due to a Grantee (or his or her Beneficiaries, as applicable) results in, or causes in any manner, the Company does not represent or warrant that the Agreement will comply with application of any adverse tax consequence under Code Section 409A or any other provision of federalotherwise to be imposed, state, local, or non-United States law. Provided that then the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive Grantee (or any other individual claiming a benefit through his or her Beneficiaries, as applicable) shall be solely liable for the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreementpayment of, and the Company and its subsidiaries will Subsidiaries shall have no obligation to indemnify or otherwise protect the Executive from the obligation liability to pay or reimburse (either directly or otherwise) the Grantee (or his or her Beneficiaries, as applicable) for, any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. such adverse tax consequences. If any compensation or benefits provided by this Agreement result in Deferred Compensation Award is payable to a “specified employee” (within the application meaning of Treasury Regulations Section 1.409A-1(i)), then such payment, to the extent payable due to the Grantee’s Termination of Service and not otherwise exempt from Code Section 409A, shall not be paid before the Company will modify this Agreement in date that is the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions first day of the Code and/or any rulesseventh month after the date of such Termination of Service (or, regulations or other regulatory guidance issued under if earlier, the date of such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the ExecutiveXxxxxxx’s death).

Code Section 409A. The intent of the parties intend is that payments and benefits under this Agreement comply with or otherwise be exempt from Internal Revenue Code Section 409A and the benefits provided hereunder regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement-shall be interpreted and construed to be either exempt from or in compliance therewith. In no event whatsoever shall Parent or Employer be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A 409A. Notwithstanding any other payment schedule provided herein to the extent applicable thereto. The time and form of payment of incentive compensationcontrary, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is deemed on the date of termination to be a “specified employee” within the- meaning of that term under Code Section 409A409A(a)(2)(B), such portion then any payment under Section 1 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (i) the expiration of the payment will be delayed until six (6)-month period measured from the earlier to occur date of such “separation from service” of Executive, and (it) the date of Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). ) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will Section l(e) shall be paid or reimbursed to the Executive in a lump sum, and any all remaining payments due under this Agreement will shall be payable at paid or provided in accordance with the same time and in normal payment dates specified for them herein. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the same form as payment of any amounts or benefits that constitute “nonqualified deferred compensation” (within the meaning of Section 409A) upon or following a termination of employment unless such amounts would have been paid. Further, if the Executive termination is also a “specified employeeseparation from service” from Parent and if Employer within the meaning of Code Section 409A and, for purposes of any- such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” For purposes of Code Section 409A, Executive’s right to receive any equity-based awards granted to the Executive by the Company, installment payment pursuant to this Agreement shall be treated; as a right to receive a series of separate and distinct payments. Notwithstanding any other-provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” (within the meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A. To the extent that any reimbursement of expenses or otherwisein-kind benefits constitute “nonqualified deferred compensation” (within the meaning of Section 409A), continue such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (other than an arrangement providing for the reimbursement of medical expenses referred to vest upon in Section 105(b) of the Code), and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (A) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes his acceptance of the Release thereafter, he shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (B) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as “nonqualified deferred compensation” (within the meaning of Section 409A) shall be made in the later taxable year. For purposes of this Section l(e) “Release Expiration Date” shall mean the date that is 31 days following the date of Executive’s termination of employment, and are deemed a or, in the event that Executive’s termination of employment is “deferral of compensationin connection with an exit incentive or other employment termination program” (as such term phrase is described under Code Section 409Adefined in the Age Discrimination in Employment Act of 1967), the equity-based awards will not be settled or released until date that is 55 days following the expiration date of Executive’s termination of employment. To the Delay Period. For purposes extent that any payments of applying nonqualified deferred compensation (within the provisions meaning of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers ) due under this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation Executive’s termination of employment are delayed pursuant to this Section l(e), such amounts shall be paid under in a lump sum on the Agreement, first payroll date following the date that Executive executes and does not revoke the Release (and the Company and its subsidiaries will have no obligation applicable revocation period has expired) or, in the case of any payments subject to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions clause (B) of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A l(e) on the first payroll period to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result occur in the application of Code Section 409Asubsequent taxable year, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executiveif later.

Code Section 409A. The parties intend It is intended that the terms of this Agreement comply with Section 409A of the Code and related Treasury Regulations (“Section 409A”) or an exemption therefrom, and the benefits provided hereunder terms of this Agreement will be interpreted accordingly; provided, however, that the Company, the Company’s affiliates, and construed their respective employees, officers, directors, agents and representatives (including, without limitation, legal counsel) will not have any liability to Employee with respect to any taxes, penalties, interest or other costs or expenses Employee or any related party may incur with respect to or as a result of Section 409A or for damages for failing to comply with Code Section 409A. Notwithstanding any provision to the contrary in this Agreement, with respect to any amounts under this Agreement that are determined to be deferred compensation for purposes of Section 409A and payable as a result of Employee’s termination of employment, Employee shall not be deemed to the extent applicable theretohave terminated employment unless and until Employee has experienced a “separation from service” (as that term is used in Section 409A). The time Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and form distinct payment for purposes of payment of incentive compensation, disability benefits, severance payments, expense Section 409A. Any reimbursements and payments of or in-kind benefits described herein provided to or for the benefit of Employee that constitute deferred compensation for purposes of Section 409A shall be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv). Accordingly, (i) all such reimbursements will be made not later than the last day of the calendar year after the calendar year in accordance with which the applicable sections expenses were incurred; (ii) any right to such reimbursements or in-kind benefits will not be subject to liquidation or exchange for another benefit and (iii) the amount of this Agreementthe expenses eligible for reimbursement, provided that with respect or the amount of any in-kind benefit provided, during any taxable year will not affect the amount of expenses eligible for reimbursement, or the in-kind benefits provided, in any other taxable year. Without limiting the foregoing and notwithstanding anything contained herein to termination of employment for reasons other than deaththe contrary, on and after the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A date on which the Company’s stock becomes publicly traded on an established securities market or as otherwise exempt from otherwise, to the provisions of Code extent required to avoid accelerated taxation or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or if any portion of the payment cannot be so characterized, other arrangement between Employee and the Executive is a “specified employee” under Code Section 409A, such portion of Company during the payment will six month period immediately following Employee’s separation from service shall instead be delayed until paid on the earlier to occur of the Executive’s death or first business day after the date that is six months and one day following the ExecutiveEmployee’s termination of employment separation from service (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Furtheror, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Companyearlier, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination Employee's date of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409Adeath), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. The parties intend This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder be interpreted and construed are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections Notwithstanding any provision of this AgreementAgreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment canCompany shall not be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier required to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive assume any increased economic burden in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate paymentsconnection therewith. Although the Company intends to administer the this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will shall be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the this Agreement, and the Company and its subsidiaries will shall have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of If any payment or reimbursement, or portion thereof, under this Agreement will would be construed in deemed to be a manner in favor deferral of complying with any applicable requirements compensation not exempt from the provisions of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application and would be considered a payment upon a separation from service for purposes of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order and Executive is determined to comply with the provisions of be a "specified employee" under Code Section 409A, other applicable provisions then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in Termination of Executive's Employment (the value "Delay Period"). Upon the expiration of the Delay Period, the payments or benefits delayed pursuant to the Executive.this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. RADISYS CORPORATION By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales EXHIBIT A RELEASE OF CLAIMS

Code Section 409A. The parties intend that this This Agreement and the benefits provided hereunder be interpreted and construed is intended to comply with Section 409A of the Internal Revenue Code, as amended (“Code Section 409A”), or an exemption thereunder, and shall be construed and administered in accordance with Code Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. To the extent that any provision hereunder is ambiguous as to its compliance with Code Section 409A, the provision shall be interpreted in a manner so that no amount payable to Executive shall be subject to an “additional tax” within the meaning of Code Section 409A. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent applicable theretopossible. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for For purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, each installment payment, if any, provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a Separation from Service under Code Section 409A. Notwithstanding the foregoing, Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A, and in no event shall Company be liable for all or if any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Code Section 409A. Notwithstanding anything herein to the payment cannot be so characterizedcontrary (but giving effect to the foregoing sentence), and (i) if, on the Final Effective Date, Executive is a “specified employee” as defined in Code Section 409A, and the deferral of the commencement of any payments or benefits otherwise payable hereunder or otherwise by Company as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A, then Company will defer the commencement of the payment of any such payments or benefits hereunder or otherwise (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is the first business day of the seventh month following the Separation from Service (or the earliest date as is permitted under Code Section 409A) and interest shall be payable thereon at one hundred percent (100%) of the applicable federal rate, and (ii) if any other payments of money or other benefits due to Executive hereunder or otherwise could cause the application of an accelerated or additional tax under Code Section 409A, such portion of the payments or other benefits shall be deferred if deferral will make such payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and other benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described compliant under Code Section 409A), or otherwise such payment or other benefits shall be restructured, to the equity-based awards will not be settled or released until extent possible, in a manner, determined by Company, that preserves the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits economic benefit and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company original intent thereof but does not represent cause such an accelerated or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any additional tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. The parties intend It is the intent of the Award Agreement that this the Award Agreement and the all payments and benefits provided hereunder be interpreted and construed to exempt from, or comply with Code with, the requirements of Section 409A so that none of the Restricted Stock Units provided under the Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under the Award Agreement is intended to constitute a separate payment for purposes of Section 409A (including U.S. Treasury Regulation Section 1.409A-2(b)(2)). For purposes of this Award Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and any payments of in-kind benefits described herein will be made provided under this Award Agreement in accordance connection with the applicable sections of this Agreement, provided that with respect to Participant’s termination of employment for reasons other than deathconstitute deferred compensation subject to Section 409A, and Participant is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the six-month period measured from Participant’s separation from service from the Company or (ii) the date of Participant’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Participant including, without limitation, the additional tax for which Participant would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. To the extent any payment at such time can under this Award Agreement may be characterized classified as a “short-term deferral” for purposes within the meaning of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of the Section 409A. Each separate payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed Award Agreement is intended to the Executive in constitute a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination separate payment for purposes of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration 1.409A-2(b)(2) of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the ExecutiveTreasury Regulations.

Code Section 409A. The parties intend that this Agreement and following paragraphs shall be added at the benefits provided hereunder be interpreted and construed to comply with Code Section 409A end of the Offer Letter: Notwithstanding anything to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made contrary in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is you are a “specified employee” under within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of your termination (other than due to death), then the cash severance benefits payable to you under this offer letter, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to you on or within the six (6) month period following your termination will accrue during such portion of the six (6) month period and will become payable in a lump sum payment will be delayed until the earlier to occur of the Executive’s death or on the date that is six (6) months and one (1) day following the Executive’s date of your termination of employment (the “Delay Period”)employment. Upon the expiration of the Delay PeriodAll subsequent payments, all payments and benefits delayed pursuant to this section if any, will be paid payable in accordance with the payment schedule applicable to each payment or reimbursed benefit. Notwithstanding anything herein to the Executive contrary, if you die following your termination but prior to the six (6) month anniversary of your date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum, sum as soon as administratively practicable after the date of your death and any remaining payments due under this Agreement all other Deferred Compensation Separation Benefits will be payable at in accordance with the same time and in payment schedule applicable to each payment or benefit. It is the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted intent of this offer letter to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. You agree to work with the Company does not represent together in good faith to consider amendments to this offer letter and to take such reasonable actions which are necessary, appropriate or warrant that the Agreement will comply with Code desirable to avoid imposition of any additional tax or income recognition under Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable prior to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation actual payment to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executiveyou.

Code Section 409A. The parties intend that this This Agreement and the benefits provided hereunder be interpreted and construed is intended to comply with Code Section 409A of the Code, and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in kind distributions, and shall be administered accordingly. Executive hereby agrees that the Company may, without further consent from Executive, make the minimum changes to this Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on Executive pursuant to Section 409A of the Code. The Company cannot guarantee that the payments and benefits that may be paid or provided pursuant to this Agreement will satisfy all applicable provisions of Section 409A of the Code. In the case of any reimbursement payment that is required to be made promptly under this Agreement, such payment will be made in all instances no later than December 31 of the calendar year following the calendar year in which the obligation to make such reimbursement arises. 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. To the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense that reimbursements and payments of or other in-kind benefits described herein will under this letter constitute nonqualified deferred compensation, (x) 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 accordance with which such expenses were incurred by Executive, (y) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (z) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the applicable sections expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Notwithstanding the foregoing, if any payments or benefits under this Agreement become subject to Section 409A of this Agreementthe Code, provided then for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the date of termination, any amount of such Non-Exempt Payments that with respect would be paid prior to the six-month anniversary of the date of termination shall instead be accumulated and paid to Executive in a lump sum payment within five (5) business days after such six-month anniversary. A termination of employment for reasons other than death, the payment at such time can shall be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or deemed to occur only if any portion of the payment cannot be so characterized, and the Executive it is a “specified employeeseparation from service” as such term is defined under Code Section 409A, such portion of the payment will be delayed until the earlier and references to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a termination,” “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed ,” or like terms shall mean a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive separation from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executiveservice.”

Code Section 409A. The intent of the parties intend is that payments and benefits under this Agreement comply with or otherwise be exempt from Internal Revenue Code Section 409A and the benefits provided hereunder regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and construed to be either exempt from or in compliance therewith. In no event whatsoever shall the Company or Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A 409A. Notwithstanding any other payment schedule provided herein to the extent applicable thereto. The time and form of payment of incentive compensationcontrary, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A409A(a)(2)(B), such portion then any payment under Section 5 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (A) the expiration of the payment will be delayed until six (6)-month period measured from the earlier to occur date of such “separation from service” of Executive, and (B) the date of Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). ) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will Section 5(e) shall be paid or reimbursed to the Executive in a lump sum, and any all remaining payments due under this Agreement will shall be payable at paid or provided in accordance with the same time and in normal payment dates specified for them herein. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the same form as payment of any amounts or benefits upon or following a termination of employment unless such amounts would have been paid. Further, if the Executive termination is also a “specified employeeseparation from service” from the Company and if Employer within the meaning of Code Section 409A and, for purposes of any equity-based awards granted such provision of this Agreement, references to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s a “termination,” “termination of employment, and are deemed a ” or like terms shall mean “deferral of compensationseparation from service.” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Executive’s right to receive any installment payment pursuant to this Agreement will comply with Code Section 409A or shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding any other provision of federalto the contrary, state, local, or non-United States law. Provided that the Company administers in no event shall any payment under this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) that constitutes “deferred compensation” for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements purposes of Code Section 409A be subject to avoid taxation under offset by any other amount unless otherwise permitted by Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.409A.

Code Section 409A. The parties intend that Notwithstanding any provision of this Agreement and the benefits provided hereunder be interpreted and construed to comply with Code Section 409A to the extent applicable thereto. The time and form contrary, in the event that any delivery of payment Shares to the Participant is made upon, or as a result of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to Participant's termination of employment for reasons (other than death, the payment at such time can be characterized as a “short-term deferral” for purposes result of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterizeddeath), and the Executive Participant is a “specified employee” (as that term is defined under Code Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such portion delivery of such Shares shall be made to the payment will be delayed Participant under this Agreement until the date that is the earlier to occur of of: (i) the Executive’s death Participant's death, or the date that is (ii) six (6) months and one (1) day following the Executive’s Participant's termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which group of __% of the Executive is entitled will total Restricted Stock Units granted hereunder that would normally vest on the Initial Vesting Date and each anniversary of the Initial Vesting Date thereafter under Section 2(a) shall be treated as a separate payment. In additionFor purposes of this Agreement, to the disability benefits and severance payments will be treated as a series extent the Restricted Stock Units (or applicable portion thereof) are subject to the provision of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant terms “ceases to be employed”, “termination of employment” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that the Agreement will comply with Code constitutes a “separation from service” under Section 409A. Restricted Stock Units are generally intended to be exempt from Section 409A or any other provision of federalas short-term deferrals and, stateaccordingly, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this AgreementAgreement 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, neither this Agreement shall be interpreted and administered in accordance with the Companyintent that the Participant not be subject to tax under Section 409A. Neither the Company nor any of its Subsidiaries, its subsidiaries, nor their respective directors, officers, employees or advisers will shall be liable to the Executive any Participant (or any other individual claiming a benefit through the ExecutiveParticipant) for any tax, interest, or penalties the Executive may Participant might owe as a result of compensation paid under participation in the AgreementPlan, and the Company and its subsidiaries will Subsidiaries shall have no obligation to indemnify or otherwise protect the Executive Participant from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executiveunless otherwise specified.

Code Section 409A. The parties intend that compensation and benefits provided under this Agreement and the benefits provided hereunder be interpreted and construed are intended to either comply with Code Section 409A to the extent applicable thereto. The time and form requirements of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes statutory provisions of Code Section 409A or as otherwise exempt from the provisions of and any Treasury Regulations and other interpretive guidance issued thereunder (collectively "Code Section 409A, ") or if any portion satisfy the requirements of the payment cannot be so characterizedan applicable exception thereto, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will shall be payable at the same time construed and administered in the same form as accordance with such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate paymentintent. In addition, the disability benefits and severance payments will event that any compensation or benefit payable hereunder may be treated as a series of separate payments. Although the Company intends subject to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent and the Executive may adopt such amendments to this Agreement or warrant take any other actions that are necessary for such compensation or benefit to (a) either (i) be exempt from the Agreement will comply with requirements of Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent (ii) comply with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A or (b) preserve the economic benefit intended to avoid taxation be provided to Executive under Code Section 409A. If the Agreement; provided, however, that in no event shall the Company be liable to Executive for any compensation taxes, penalties or benefits provided by this Agreement interest that Executive may incur as a result in of the application of Code Section 409A409A to any payments or benefits hereunder. Each installment payment payable hereunder shall be deemed to be a separate payment for purposes of Code Section 409A. Whenever a payment under this Agreement specifies a payment period, the Company will modify this Agreement actual date of payment within such specified period shall be within the sole discretion of the Company, and Executive shall have no right (directly or indirectly) to determine the year in which such payment is made. With respect to compensation and benefits subject to the least restrictive manner necessary in order to comply with the provisions requirements of Code Section 409A, other applicable provisions in the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years. No compensation or benefit that is subject to the requirements of Code Section 409A and that is payable upon Executive's termination of employment shall be paid unless Executive's termination of employment constitutes a "separation from service" within the meaning of Treasury Regulation Section 1.409A-1(h). If Executive is deemed at the time of his separation from service to be a "specified employee" for purposes of Code Section 409A(a)(2)(B)(i), to the extent delayed commencement of any portion of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments compensation or benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) (any such delayed commencement, a "Payment Delay"), such compensation or benefits shall not be provided to Executive prior to the earlier of (1) the expiration of the six-month period measured from the date of Executive's "separation from service" with the Company or (2) the date of Executive's death. Upon the earlier of such dates, all payments and benefits deferred pursuant to the Payment Delay shall be paid in a lump sum to Executive, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein. The determination of whether Executive is a "specified employee" for purposes of Code Section 409A(a)(2)(B)(i) as of the time of his separation from service shall be made by the Company in accordance with the terms of Code Section 409A and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Code Section 409A. The parties intend that Payments made pursuant to this Plan and the Agreement are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding any provision in the Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all PSUs granted to Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the PSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any PSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the Participant by Section 409A, and the Participant shall have no recourse against the Company or any of its affiliates for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and benefits otherwise payable to or provided hereunder to the Participant under this Agreement. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement shall be interpreted and construed to comply with Code considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with possible under (i) the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A)) the “two years/two- times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), or which are hereby incorporated by reference. For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, such event must also constitute a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the payment cannot be so characterized, and assets” of the Executive Company within the meaning of Section 409A. If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its affiliates) as of his separation from service, to the extent any payment under Code this Agreement constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and such payment is payable by reason of a separation from service, then to the extent required by Section 409A, such portion of the payment will no payments due under this Agreement may be delayed made until the earlier to occur of: (i) the first day of the Executive’s death or the date that is six months and one day seventh month following the ExecutiveParticipant’s termination separation from service, or (ii) the Participant’s date of employment (the “Delay Period”). Upon the expiration of the Delay Perioddeath; provided, all however, that any payments and benefits delayed pursuant to during this section will six-month period shall be paid or reimbursed to in the Executive aggregate in a lump sum, and any remaining payments due under this Agreement will be payable at without interest, on the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration first day of the Delay Period. For purposes of applying seventh month following the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive Participant’s separation from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executiveservice.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulatory and interpretative guidance issued thereunder (“Code Section 409A 409A”) to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment. In additionThe time or schedule of any payment or amount scheduled to be paid pursuant to the terms of this Agreement, including but not limited to any restricted stock unit or other equity-based award, payment or amount that provides for the “deferral of compensation” (as such term is described under Code Section 409A), may not be accelerated except as otherwise permitted under Code Section 409A and the guidance and Treasury regulations issued thereunder. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the disability benefits requirement that (A) any reimbursement is for expenses actually incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (B) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (C) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and severance (D) the right to reimbursement is not subject to liquidation or exchange for another benefit. For purposes of this Agreement, the terms “retirement,” “termination of employment,” “terminated,” “termination,” “this Agreement will be terminated” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Code Section 409A. If the sixty (60)-day period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”) and if there are payments due the Executive that are subject to Code Section 409A (and not exempt from Code Section 409A) that are: (i) conditioned on the Executive signing and not revoking a release of claims and (ii) otherwise due to be paid during the portion of the Crossover 60-Day Period that falls within the first year, then such payments will be treated as delayed and paid in a series lump sum during the portion of separate paymentsthe Crossover 60-Day Period that falls within the second year. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither Neither the Company, its subsidiaries, nor their respective directors, officers, employees Executives or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. The parties intend It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A. This Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). The Company and the benefits provided hereunder be interpreted and construed Executive agree to work together in good faith in an effort to comply with Code Section 409A including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time, provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent applicable thereto. The time and form of payment of incentive compensationrequired in order to avoid accelerated taxation and/or tax penalties under Section 409A, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will the Executive shall not be made in accordance considered to have terminated employment with the applicable sections Company for purposes of this Agreement, provided that with respect Agreement and no payments shall be due to him under this Agreement which are payable upon his termination of employment for reasons other than death, the payment at such time can until he would be characterized as considered to have incurred a “short-term deferralseparation from service” for purposes of Code Section 409A or as otherwise exempt from the provisions Company within the meaning of Code Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, or if any portion of amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (the “Delay Period”or upon his death, if earlier). Upon the expiration In addition, for purposes of the Delay Periodthis Agreement, all payments and benefits delayed pursuant each amount to this section will be paid or reimbursed benefit to be provided to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A. With respect to expenses eligible for reimbursement or otherwisein-kind benefits provided under the terms of this Agreement, continue (i) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (ii) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to vest upon the Executive’s termination of employment, and are deemed extent that the right to reimbursement does not provide for a “deferral of compensation” (as such term is described under Code Section 409A), within the equity-based awards will not be settled or released until the expiration meaning of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount provided that with respect to any reimbursements for any taxes to which the Executive is becomes entitled will be treated as a separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with under the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will payment of such reimbursements shall be liable to made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive (or any other individual claiming a benefit through remits the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreementrelated taxes, and (iii) the Company and its subsidiaries will have no obligation right to indemnify reimbursement or otherwise protect the Executive from the obligation in-kind benefit shall not be subject to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation liquidation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executiveexchange for another benefit.