Common use of Code Section 409A Clause in Contracts

Code Section 409A. (i) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) This Payments made pursuant to this Agreement is not are intended to provide for any deferral be exempt from or to otherwise comply with the provisions of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To to the extent applicable, . The Program and this Agreement shall be administered and interpreted in accordance a manner consistent with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) this intent. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent determines that the any payments or benefits under this Agreement are subject to Code Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a prohibited distribution under Section 409A(a)(2)(B)(i) of Termination unless the CodeEmployee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), then such portion deferred and amounts that would otherwise be payable pursuant to this Section 9(p)(iiAgreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid or distributed to Executive in a lump sum on the earlier of (A) first business day after the date that is six (6)-months 6) months following Executivethe Employee’s Separation from ServiceTermination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (Bi) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of Executivethe Employee’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement Disability shall be paid as otherwise provided herein. (iii) To determined by the extent applicable, Company in its sole discretion. Although this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement provided hereunder are intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree be exempt from or to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Treasury Regulations thereunder (Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as taxes pursuant to its compliance with Code Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (i) This Payments made pursuant to this Agreement is not are intended to provide for any deferral be exempt from or to otherwise comply with the provisions of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To to the extent applicable, . The Program and this Agreement shall be administered and interpreted in accordance a manner consistent with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) this intent. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent determines that the any payments or benefits under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the Code extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and the delayed payment or distribution of all or any portion of such amounts each separately identified amount to which Executive the Employee is entitled under this Agreement is required shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) no event will extend beyond the later of the Code, then such portion deferred pursuant to this Section 9(p)(iiend of the Employee’s taxable year in which Termination or Disability (as applicable) shall be paid occurs or distributed to Executive in a lump sum on the earlier fifteenth day of the third calendar month following Termination or Disability (A) the date that is six as applicable); and (6)-months following Executive’s Separation from Service, (Biii) the date of Executivethe Employee’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement Disability shall be paid as otherwise provided herein. (iii) To determined by the extent applicable, Company in its sole discretion. Although this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement provided hereunder are intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree be exempt from or to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Treasury Regulations thereunder (Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as taxes pursuant to its compliance with Code Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (ia) This If this Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the CodeInternal Revenue Code of 1986, andas amended, accordingly, it is the severance intent of the parties that this Agreement and all payments payable under Sections 5(c)(ii) and 5(c)(iii) made hereunder shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations thereunder regulations and other guidance thereunder. (b) Notwithstanding any other provision with respect to the timing of payments under Section 4(a), if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” (meaning a key employee as defined in Section 416(i) of the Internal Revenue Code of 1986, as amended, without regard to paragraph 5 thereof) of the Company (or a Company affiliate), then to the extent necessary to comply with the requirements of Code Section 409A, any payments to which Executive may become entitled under Section 4(a) which are subject to Code Section 409A (and any applicable transition reliefnot otherwise exempt from its application) while preserving will be withheld until the economic agreement first business day of the parties. To seventh month following the termination of the Executive’s employment, at which time the withheld payments shall be paid to Executive in a lump sum. (c) The Company and Executive agree that they will negotiate in good faith and jointly execute an amendment to modify this Agreement to the extent necessary to comply with the requirements of Code Section 409A, or any successor statute, regulation and guidance thereto. Executive hereby acknowledges and agrees that the Company makes no representations or warranties regarding the tax treatment or tax consequences of any provision in this Agreement is ambiguous as to its compliance with compensation, benefits or other payments under the Agreement, including, without limitation, by operation of Code Section 409A 409A, or any successor statute, regulation and guidance thereto. (d) For purposes of the CodeCode Section 409A, the provision shall be read in such a manner that no Executive’s right to receive any installment payments payable under pursuant to this Agreement shall be subject treated as a right to an receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “additional tax” as defined in Section 409A(a)(1)(Bpayment shall be made within thirty (30) days”), the actual date of payment within the specified period shall be within the sole discretion of the CodeCompany. (ive) Any reimbursement of expenses or in-kind benefits payable In no event shall any payment under this Agreement shall that constitutes “deferred compensation” for purposes of Code Section 409A be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in offset by any other taxable year of Executive’s, and Executive’s right payment pursuant to reimbursement for such amounts shall not be subject to liquidation this Agreement or exchange for any other benefitotherwise.

Code Section 409A. (i) This The intent of the parties is that payments and benefits under this Agreement is not intended comply with Section 409A of Code to provide for any deferral of compensation the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and 5(c)(iii) no payment shall be paid no later than due to the later of: (A) Participant under this Agreement on account of a separation from service until the fifteenth (15th) day Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the third month following Executive’s first taxable year Code. Any payments described in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a that are due within the “specified employeeshort-term deferral period” (as defined in Section 409A of the Code)Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, as determined by to the Company extent that any amounts are payable upon a separation from service and such payment would result in accordance with accelerated taxation and/or tax penalties under Section 409A of the Code, on the date of Executive’s Separation from Servicesuch payment, to the extent that the payments or benefits under this Agreement are subject to or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts makes no undertaking to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of preclude Section 409A of the Code and the Treasury Regulations thereunder (and from applying to any applicable transition relief) while preserving the economic agreement of the partiessuch payment. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision The Grantee shall be read in such a manner that no payments payable solely responsible for the payment of any taxes and penalties incurred under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (i) This Agreement is not intended to provide for any deferral of compensation subject to shall at all times be interpreted and operated in compliance with Section 409A of the Code, and, accordingly, . The parties intend that the severance payments payable and benefits under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with this Agreement will qualify for any available exceptions from coverage under Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance accordingly. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A and Department applies, all references in this Agreement to the Termination Date or other termination of Treasury regulations and other interpretive guidance issued thereunder. Executive’s employment are intended to mean Executive’s “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement, including, without limitation, under Section 8(a), shall be treated as a right to a series of separate payments, (iii) each such payment that is made within two and one-half (2-1/2) months following the end of the calendar year that contains the date of the Executive’s Termination Date is intended to be exempt from Code Section 409A as a short-term deferral within the meaning of the final regulations under Code Section 409A, (iv) each such payment that is made later than two and one-half (2-1/2) months following the end of the calendar year that contains the date of the Executive’s Termination Date is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that is made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Executive is a “specified employee” (as defined in within the meaning of Code Section 409A of at the Code), as determined by the Company in accordance with Section 409A of the Code, on the date time of Executive’s Separation separation from Serviceservice, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the payments six month period immediately following Executive’s separation from service shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive (or, in the event of Executive’s death, to Executive’s estate) in a lump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service or Executive’s death. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement are subject to Code Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code409A, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (Ai) the date that is six expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (6)-months following Executive’s Separation from Service, (Bii) the date reimbursement of Executive’s death or (C) an eligible expense must be made no later than the earliest date as is permitted under Section 409A last day of calendar year following the Code. Any remaining payments due under calendar year in which the Agreement shall be paid as otherwise provided herein. expense was incurred; and (iii) To the extent applicableright to reimbursements or in-kind benefits cannot be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that or construed to transfer any payments or benefits payable under this Agreement intended liability for failure to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, from Executive and or any other individual to the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements any of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the CodeAffiliates. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) This Agreement is not intended Payments made pursuant to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreementbe exempt from, or take such other actions as Executive and the Company deem reasonably necessary or appropriateto otherwise comply with, to comply with the requirements of Section 409A of the Code and the Treasury Regulations 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 applicable transition relief) while preserving other related rights, will be exempt from or otherwise comply with Code Section 409A. In addition, the economic agreement Company and the Committee reserve the right, to the extent the 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). Other provisions of the parties. To Plan and this Agreement notwithstanding, the Company makes no representations that the Awarded Units, and related dividend equivalents and any other related rights, will be 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 that 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 which the settlement will be made. Notwithstanding any other provision in this Agreement Agreement, if the Participant is ambiguous as to its compliance with a “specified employee” for purposes of Code Section 409A as of the Codedate of the Participant’s Termination of Service, then to the provision shall be read in such a manner that no payments extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (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 Participant’s Termination of Service, such payment shall be subject delayed and paid to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) Participant on the day that is six months and shall be paid on or before the last one day of Executive’s taxable year following the taxable year in which Executive incurred Participant’s Termination of Service or, if earlier, within ninety (90) days following the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and ExecutiveParticipant’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefitdeath.

Code Section 409A. (i) This Agreement is not intended All payments that may be made and benefits that may be provided pursuant to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject intended to qualify for an exclusion from Section 409A of the Code and any related regulations or other pronouncements thereunder and, to the delayed payment or distribution extent not excluded, to meet the requirements of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due made under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, Section 10 of this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be which are paid on or before the last day of Executive’s taxable the applicable period for the short-term deferral exclusion under Treasury Regulation § 1.409A-1(b)(4) are intended to be excluded under such short-term deferral exclusion. Any remaining payments under Section 10 are intended to qualify for the exclusion for separation pay plans under Treasury Regulation § 1.409A-1(b)(9). Each payment made under Section 10 shall be treated as a “separate payment,” as defined in Treasury Regulation § 1.409A-2(b)(2), for purposes of Code Section 409A. Further, notwithstanding anything to the contrary, all severance payments payable under the provisions of Section 10 shall be paid to the Employee no later than the last day of the second calendar year following the taxable calendar year in which Executive incurred occurs the expensesdate of the Employee’s termination of employment. None of the payments under this Agreement are intended to result in the inclusion in the Employee’s federal gross income on account of a failure under Section 409A(a)(1) of the Code. The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Employer does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in the Employee’s gross income, or any penalty, pursuant to Section 409A(a)(1) of the Code or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) as follows: if the Employee is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s termination (the “Separation Date”), and if an exemption from the six month delay requirement of Code Section 409A(a)(2)(B)(i) is not available, then no such payment that is payable on account of the Employee’s termination shall be made or commence during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of the Employee’s death. The amount of expenses reimbursed or in-kind benefits payable in one year any payment that would otherwise be paid to the Employee during this period shall not affect instead be paid to the amount eligible for reimbursement or in-kind benefits payable in any other taxable year Employee on the first day of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefitthe first calendar month following the end of the period.

Code Section 409A. (i) This Payments made pursuant to this Agreement is not are intended to provide for any deferral be exempt from or to otherwise comply with the provisions of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To to the extent applicable, . The Program and this Agreement shall be administered and interpreted in accordance a manner consistent with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) this intent. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent determines that the any payments or benefits under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the Code extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and the delayed payment or distribution of all or any portion of such amounts each separately identified amount to which Executive the Employee is entitled under this Agreement is required shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) no event will extend beyond the later of the Code, then such portion deferred pursuant to this Section 9(p)(iiend of the Employee’s taxable year in which Termination or Disability (as applicable) shall be paid occurs or distributed to Executive in a lump sum on the earlier fifteenth day of the third calendar month following Termination or Disability (A) the date that is six as applicable); and (6)-months following Executive’s Separation from Service, (Biii) the date of Executivethe Employee’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement Disability shall be paid as otherwise provided herein. (iii) To determined by the extent applicable, Company in its sole discretion. Although this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement provided hereunder are intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree be exempt from or to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Treasury Regulations thereunder (Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as taxes pursuant to its compliance with Code Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (i) This It is intended that any amounts payable under this Agreement is not intended to provide for any deferral will be exempt from or comply with the applicable requirements, if any, of compensation subject to Section 409A of the CodeInternal Revenue Code of 1986, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeitureas amended, and the notices, regulations and other guidance of general applicability issued thereunder (B) “Code Section 409A”), and this Agreement will be interpreted in a manner that will preclude the fifteenth imposition of additional taxes and interest imposed under Code Section 409A. This Agreement will be amended (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance by the Company) to the extent necessary to comply with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable409A. In all cases, this Agreement shall be interpreted in accordance for purposes of compliance with Code Section 409A and Department 409A, “termination of Treasury regulations and other interpretive guidance issued thereunder. (ii) If employment” will have the same meaning as “separation from service” as defined in Code Section 409A. Further, notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company (or any successor entity thereto) at the time of Executive’s separation from service to be a “specified employee” (as defined in within the meaning of Code Section 409A 409A, and if any of the Code)payments upon separation from service set forth herein are deemed to be “deferred compensation,” then, as determined by to the Company in accordance extent required for compliance with Code Section 409A 409A, such payments will not commence prior to the earliest of (i) the expiration of the Code, on six-month period measured from the date of Executive’s Separation separation from Service, to service with the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from ServiceCompany, (Bii) the date of Executive’s death or (Ciii) the earliest such earlier date as is permitted under Code Section 409A of (hereinafter, the Code“Delayed Commencement Date”). Any On the Delayed Commencement Date, the Company will pay all payments delayed pursuant to this paragraph to Executive in a lump sum, and any remaining payments due under the Agreement shall will be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement . No interest shall be interpreted in accordance with the applicable exemptions from due on any amounts so deferred. In no event whatsoever will Delcath be liable for any additional tax, interest, or penalty that may be imposed on you by Code Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended damages for failing to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (i) This The intent of the parties is that payments and benefits under this Agreement is not intended comply with Section 409A of Code to provide for any deferral of compensation the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and 5(c)(iii) no payment shall be paid no later than due to the later of: (A) Participant under this Agreement on account of a separation from service until the fifteenth (15th) day Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the third month following Executive’s first taxable year Code. Any payments described in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a that are due within the “specified employeeshort-term deferral period” (as defined in Section 409A of the Code)Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, as determined by to the Company extent that any amounts are payable upon a separation from service and such payment would result in accordance with accelerated taxation and/or tax penalties under Section 409A of the Code, on the date of Executive’s Separation from Servicesuch payment, to the extent that the payments or benefits under this Agreement are subject to or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the delayed Code from applying to any such payment. The Grantee shall be solely responsible for the payment or distribution of all or any portion taxes and penalties incurred under Section 409A. For purposes of such amounts to which Executive is entitled making a payment under this Agreement Agreement, if any amount is payable as a result of a Substantial Corporate Change, then to the extent required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted accelerated taxation and/or tax penalties under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted such event must also constitute a “change in accordance with the applicable exemptions from Section 409A ownership or effective control” of the Code. If Executive and Company or a “change in the ownership of a substantial portion of the assets” of the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of within the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements meaning of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (ia) This Agreement It is not intended to provide for that any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments amounts payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement and the Company’s exercise of authority or discretion hereunder shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance comply with Section 409A of the CodeCode (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, on the Agreement shall be modified to avoid such additional tax yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. (b) Without limiting the generality of the foregoing, and notwithstanding any provision in this Agreement to the contrary, any payments made from the date of the Executive’s Separation 's termination of employment through March 15th of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the "short-term deferral" rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary separation from Serviceservice and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent that the payments or benefits under this Agreement are permitted by said provision, with any excess amount being regarded as subject to the distribution requirements of Section 409A 409A(a)(2)(A) of the Code and Code, including, without limitation, the delayed payment or distribution requirement of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. For purposes of the foregoing, if upon Executive's separation from service he is then a "specified employee" (within the meaning of Code Section 409A), then to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer payment of "nonqualified deferred compensation" subject to Code Section 409A payable as a result of and within six (6) months following such portion deferred pursuant to separation from service under this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on Agreement until the earlier of (Ai) the date that is six (6)-months first business day of the seventh month following Executive’s Separation 's separation from Serviceservice, or (Bii) ten (10) days after the date Company receives notification of Executive’s death or (C's death. If the Company determines that any other payments hereunder fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the earliest date as is permitted under Code, then the payment of such benefit shall be delayed to the minimum extent necessary so that such payments are not subject to the provisions of Section 409A 409A(a)(1) of the Code. Any remaining payments due under the Agreement that are delayed as a result of this Section 23(b) shall be paid as otherwise provided hereinwithout interest. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (ia) This Agreement is not intended to provide comply with Section 409A of the Code (“Section 409A”) and the final regulations and interpretative guidance issued thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any deferral provision of this Agreement needs to be revised to satisfy the requirements of Section 409A, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payments for purposes of Section 409A and Treas. Reg. §1.409A-2(b)(2)(iii) (or any similar or successor provisions). Any reimbursement or similar payment required to be paid to Executive hereunder (including, without limitation, reimbursement of medical expenses beyond the 18-month period following Executive’s Separation from Service, as defined below) shall be paid by the Company no later than the latest date on which such payment may be made under Section 409A and applicable regulations without causing such payment to be deemed deferred compensation subject to Section 409A of 409A. (b) Notwithstanding any provision to the Codecontrary, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If that Executive is considered a “specified employee” (as defined in Section 409A and Treas. Reg. §1.409A-1(c)(i) or any similar or successor provision) and would be entitled to a payment during the six month period beginning on Executive’s date of Separation from Service (as defined below) that is not otherwise excluded under Section 409A under the exception for short-term deferrals, separation pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exemption, the payment will not be made to Executive until the earlier of the Code), as determined by six month anniversary of Executive’s date of Separation from Service or Executive’s death and will be accumulated and paid on the Company in accordance with Section 409A first day of the Code, on seventh month following the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A termination. For purposes of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take any reference to a termination of employment where such other actions as Executive and event gives rise to the Company deem reasonably necessary or appropriate, to comply with the requirements payment of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision deferred compensation shall be read in such deemed a manner that no payments payable under this Agreement shall be subject reference to an “additional tax” a Separation from Service (as defined in Section 409A(a)(1)(B) of the Codebelow). (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) This Agreement It is not intended to provide for any deferral the intent of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation to either meet an exception from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations any rulings and regulations promulgated thereunder (collectively, the "Code"), and any applicable transition reliefambiguities herein will be so interpreted and this Agreement will be so administered. References to a termination of employment in Section 6 and/or 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Section 409A(a)(2)(A)(i). If the Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) while preserving at the economic agreement time of the parties. To the extent that Executive's termination of employment, any provision in this Agreement is ambiguous as nonqualified deferred compensation subject to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive's "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive's separation from service or, if earlier, the date of Executive's death. Any such "nonqualified deferred compensation" shall not be subject to an “anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax” as defined in tax or interest penalty payable amount by the Executive on account of a violation of Section 409A(a)(1)(B) 409A. Any payment by the Company of such amount shall include a "gross-up" payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the "gross-up" payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the Code. (iv) Any reimbursement violation of expenses or in-kind benefits payable under this Agreement Section 409A. Such payment shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(ivby the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and shall be paid on or before not later than the last day end of Executive’s 's taxable year next following the taxable year in which the Executive incurred submits the expensesrespective taxes to the taxing authority. The amount Executive agrees that the Company may amend this Agreement, with the consent of expenses reimbursed the Executive, as the Company determines is necessary or in-kind benefits payable advisable so that payments made pursuant to this agreement will not result in one year shall additional taxation of the Executive pursuant to the provisions of Section 409A. The Executive agrees that she will not withhold her consent under this Section 20 if the proposed amendment does not materially adversely affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit's rights under this Agreement.

Code Section 409A. (i) This The provisions of Section 5 of this Agreement is are not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii(iii) and 5(e)(i), (ii) and (iii) shall be paid in accordance with such provisions, but in no event later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If the Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of the Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months 6) months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) This It is intended that any amounts payable under this Agreement is not intended to provide for any deferral and the Company’s and the Executive’s exercise of compensation subject to authority or discretion hereunder shall either be exempt from or comply with Section 409A of the Code, and, accordingly, Code (including the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive published guidance issued thereunder. relating thereto) (ii“Code Section 409A”) If so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, the Agreement shall be modified to avoid such additional tax yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. Notwithstanding any provision of this Agreement to the contrary, if the Executive is a “specified employee” (as defined in Code Section 409A 409A, and, as a result of that status, any portion of the Code)payments under this Agreement would otherwise be subject to taxation pursuant to Code Section 409A, as determined by the Company in accordance with Section 409A Executive shall not be entitled to any payments upon a termination of his employment until the Codeearlier of (i) the date which is six (6) months after his termination of employment for any reason other than death, on or (ii) the date of the Executive’s Separation from Servicedeath; provided the first such payment thereafter shall include all amounts that would have been paid earlier but for such six (6) month delay. At the request of the Executive, the Company shall set aside those payments that would otherwise be made in such six-(6) month period in a trust that is in compliance with Rev. Proc. 92-64. Furthermore, with regard to any benefit to be provided upon a termination of employment, to the extent that required by Code Section 409A, the payments or benefits under this Agreement are subject to Section 409A of Executive shall pay the Code premium for such benefit during the aforesaid period and be reimbursed by the delayed payment or distribution of all or any portion Company therefor promptly after the end of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) period. The provisions of the Code, then such portion deferred pursuant to this Section 9(p)(ii) 21 shall be paid or distributed only apply if, and to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Serviceextent, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended required to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (i) This Agreement is not intended to provide for any deferral comply in all respects with the provisions of compensation subject to Section 409A of the Code, and, accordingly, and the severance Parties intend that the benefits and payments payable provided under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall in all respects be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreementexempt from, or take such other actions as Executive and the Company deem reasonably necessary or appropriatecomply with, to comply with the requirements of Section 409A of the Code Code. Accordingly, the Parties shall interpret and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in administer this Agreement is ambiguous as to its compliance in a manner consistent with Section 409A of the Code, Code and regulations and other guidance promulgated by the provision shall be read in such a manner that no U.S. Internal Revenue Service (“IRS”) thereunder. Any payments payable to the Executive under this Agreement which Section 409A(a)(2)(B)(i) of the Code indicates may not be made before the date which is six months after the date of the Executive’s Separation from Service (the “Section 409A Six-Month Waiting Period”) shall not be made during the Section 409A Six-Month Waiting Period but rather shall be subject delayed and shall be paid upon the expiration of the Section 409A Six-Month Waiting Period. In particular, with respect to an “additional tax” the Severance Benefit provided for under this Agreement, in the event that the Section 409A Six-Month Waiting Period applies at the time that Severance Benefit payments are to be made, such payments that would otherwise be made during the Section 409A Six-Month Waiting Period shall be paid in lump sum upon the expiration of the Section 409A Six-Month Waiting Period, together with simple interest on the amount of each deferred payment at the U.S. short term applicable federal rate as defined of the date of the Separation from Service. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify the Executive for any taxes or interest that may be assessed by the IRS pursuant to Section 409A(a)(1)(B) 409A of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) This All payments that may be made and benefits that may be provided pursuant to this Agreement is not are intended to provide qualify for an exclusion from Section 409A of the Code and any deferral related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of “separation from service” from the Company in which such severance benefit is no longer subject to substantial risk (within the meaning of forfeitureSection 409A, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service”). None of the payments under this Agreement are intended to result in the inclusion in Executive's federal gross income on account of a failure under Section 409A(a)(1). The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then the amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such portion deferred earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Section 9(p)(ii) shall Agreement is to be paid or distributed treated as a right to Executive in a lump sum on the earlier series of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided hereinseparate payments. (iiib) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as payments or reimbursements provided to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable Executive under this Agreement shall be subject are deemed to an “additional tax” as defined in Section 409A(a)(1)(B) of constitute compensation to the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) and would apply, such amounts shall be paid on or before reimbursed reasonably promptly, but not later than December 31 of the last day of Executive’s taxable year following the taxable year in which Executive incurred the expensesexpense was incurred. The amount of expenses reimbursed or in-kind benefits payable in one eligible for reimbursement, payment or provision during a calendar year shall not affect the amount expenses or benefits eligible for reimbursement reimbursement, payment or in-kind benefits payable provision in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefitcalendar year.

Code Section 409A. (i) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall at all times be interpreted and operated in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, . The Parties intend that the provision payments and benefits under this Agreement will qualify for any available exceptions from coverage under Code Section 409A and this Agreement shall be read interpreted accordingly. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in such a manner that no payments payable this Agreement to the Termination Date or other termination of Employee’s employment are intended to mean Employee’s “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be subject treated as a separate payment and the right to an “additional tax” a series of installment payments under this Agreement, including, without limitation, under Section 4, shall be treated as defined in Section 409A(a)(1)(Ba right to a series of separate payments, (iii) each such payment that is made within 2-1/2 months following the end of the Code. calendar year that contains the date of the Employee’s Termination Date is intended to be exempt from Code Section 409A as a short-term deferral within the meaning of the final regulations under Code Section 409A, (iv) Any reimbursement each such payment that is made later than 2-1/2 months following the end of expenses the calendar year that contains the date of the Employee’s Termination Date is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that is made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Employee is a “specified employee” within the meaning of Code Section 409A at the time of Employee’s separation from service, then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Employee’s separation from service shall not be paid to Employee during such period, but shall instead be accumulated and paid to Employee (or, in the event of Employee’s death, to Employee’s estate) in a lump sum on the first business day after the earlier of the date that is six months following Employee’s separation from service or Employee’s death. To the extent any reimbursements or in-kind benefits payable due to Employee under this Agreement shall are subject to Code Section 409A, (i) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the reimbursement of an eligible expense must be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before no later than the last day of Executive’s taxable calendar year following the taxable calendar year in which Executive incurred the expenses. The amount of expenses reimbursed expense was incurred; and (iii) the right to reimbursements or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall cannot be subject to liquidation liquidated or exchange exchanged for any other benefit. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Employee or any other individual to the Company or any of its affiliates.

Code Section 409A. (i) This Agreement is not intended to provide for any deferral of compensation subject to shall at all times be interpreted and operated in compliance with Section 409A of the Code, and, accordingly, . The parties intend that the severance payments payable and benefits under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with this Agreement will qualify for any available exceptions from coverage under Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance accordingly. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A and Department applies, all references in this Agreement to the Termination Date or other termination of Treasury regulations and other interpretive guidance issued thereunder. Executive’s employment are intended to mean Executive’s “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement, including, without limitation, under Section 9(a), shall be treated as a right to a series of separate payments, (iii) each such payment that is made within 2-1/2 months following the end of the calendar year that contains the date of the Executive’s Termination Date is intended to be exempt from Code Section 409A as a short-term deferral within the meaning of the final regulations under Code Section 409A, (iv) each such payment that is made later than 2-1/2 months following the end of the calendar year that contains the date of the Executive’s Termination Date is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that is made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Executive is a “specified employee” (as defined in within the meaning of Code Section 409A of at the Code), as determined by the Company in accordance with Section 409A of the Code, on the date time of Executive’s Separation separation from Serviceservice, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the payments six-month period immediately following Executive’s separation from service shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive (or, in the event of Executive’s death, to Executive’s estate) in a lump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service or Executive’s death. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement are subject to Code Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code409A, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (Ai) the date that is six expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (6)-months following Executive’s Separation from Service, (Bii) the date reimbursement of Executive’s death or (C) an eligible expense must be made no later than the earliest date as is permitted under Section 409A last day of calendar year following the Code. Any remaining payments due under calendar year in which the Agreement shall be paid as otherwise provided herein. expense was incurred; and (iii) To the extent applicableright to reimbursements or in-kind benefits cannot be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that or construed to transfer any payments or benefits payable under this Agreement intended liability for failure to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, from Executive and or any other individual to the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements any of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.Affiliates

Code Section 409A. (i) This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as short-term deferrals pursuant to Treas. Reg. §1.409A-1(b)(4) or that qualify for the two-times compensation exemption of Treas. Reg. §1.409A-1(b)(9)(iii). With respect to any amounts that are subject to Section 409A, it is intended, and this Agreement will be so construed, that such amounts and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A so as not intended to provide for subject the Executive to the payment of interest and additional tax that may be imposed under Section 409A. For purposes of any deferral of compensation payment in this Agreement that is subject to Section 409A and triggered by the Executive’s “termination of employment”, (i) “termination of employment” shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If in the event the Executive is a “specified employee” (as defined in Section 409A on the date of the Code), as Executive’s termination of employment (with such status determined by the Company in accordance with Section 409A rules established by the Company in writing in advance of the Code, on “specified employee identification date” that relates to the date of the Executive’s Separation from Servicetermination of employment or, to if later, by December 31, 2008, or in the extent absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that the payments or benefits under this Agreement are is subject to Section 409A 409A, such payment shall not be paid earlier than six months after such termination of employment (if the Executive dies after the date of the Code Executive’s termination of employment but before any payment has been made, such remaining payments that were or could have been delayed will be paid to the Executive’s estate without regard to such six-month delay). The Executive acknowledges and agrees that the delayed payment or distribution of all or any portion of such amounts Company has made no representation to which the Executive is entitled under this Agreement is required in order as to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) the tax treatment of the Code, then such portion deferred compensation and benefits provided pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided hereinAgreement. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (ia) This The intent of the parties is that payments and benefits under this Agreement is not intended to provide for any deferral of compensation subject to comply with or be exempt from Internal Revenue Code Section 409A of and the Code, regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the maximum extent applicablepermitted, this Agreement shall be interpreted and operated to be in accordance compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. If Executive notifies the Company that Executive has received advice of tax counsel with expertise in Code Section 409A that any provision of this Agreement would cause Executive to incur any additional tax or interest under Code Section 409A (with specificity as to the reason therefor) or the Company independently makes such determination, the Company and Department Executive shall take commercially reasonable efforts to reform such provision to try to comply with or be exempt from Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A, provided that any such modifications shall not materially increase the cost or liability to the Company. To the extent that any provision hereof is modified in order to comply with or be exempt from Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of Treasury regulations and other interpretive guidance issued thereunderthe applicable provision without violating the provisions of Code Section 409A. (b) Executive shall have no right to designate the date of any payment hereunder. (iic) If Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be a “specified employee” (as defined in within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered deferred compensation under Code Section 409A payable on account of the Code), as determined by the Company in accordance with Section 409A of the Code, a “separation from service,” such payment shall be made on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is expiration of the six (6)-months following 6)-month period measured from the date of such “separation from service” of Executive’s Separation from Service, and (B) the date of Executive’s death or (Cthe “Delay Period”) to the earliest date as is permitted extent required under Code Section 409A 409A. Upon the expiration of the Code. Any Delay Period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum, and all remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined paid or provided in Section 409A(a)(1)(B) of accordance with the Codenormal payment dates specified for them herein. (ivd) Any reimbursement For purposes of compliance with Code Section 409A, (i) all expenses or in-kind benefits payable other reimbursements under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before prior to the last day of Executive’s the taxable year following the taxable year in which Executive such expenses were incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in by Executive, (ii) any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall or in kind benefits is not be subject 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 benefittaxable year. (e) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (f) To the extent necessary to avoid the imposition of additional tax, interest or penalty under Code Section 409A, “termination,” “termination of employment,” “termination of Executive’s employment” and similar terms, where used in this Agreement, shall mean the occurrence of a “separation from service” as such term is defined in Treas. Reg. § 1.409A-1(h). (g) Each payment of “deferred compensation” for purposes of Code Section 409A contemplated by this Agreement shall be a separate payment, and a separately identified and determinable payment, for purposes of Code Section 409A.

Code Section 409A. (i) This Notwithstanding any provision of this Agreement to the contrary, in the event that any delivery of Shares to the Participant is not intended to provide for any deferral of compensation subject to Section 409A made upon, or as a result of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later Participant’s termination of employment (other than the later of: (A) the fifteenth (15th) day as a result of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeituredeath), and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive Participant is a “specified employee” (as that term is defined in under Section 409A 409A) at the time the Participant becomes entitled to delivery of such Shares, and provided further that the Code)delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, as determined by then no such delivery of such Shares shall be made to the Company in accordance with Section 409A of the Code, on Participant under this Agreement until the date that is the earlier to occur of: (i) the Participant’s death, or (ii) six (6) months and one (1) day following the Participant’s termination of Executive’s Separation from Serviceemployment (the “Delay Period”). For purposes of this Agreement, to the extent the Performance Share Units (or equivalent units received following a Change in Control) are subject to the provision of Section 409A, the terms “ceases to be employed”, “termination of employment” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A. Performance Share Units are generally intended to be exempt from Section 409A as short-term deferrals and, accordingly, the payments or benefits terms of this Agreement shall be construed to preserve such exemption. To the extent that Performance Share Units granted under this Agreement are subject to the requirements of Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable409A, this Agreement shall be interpreted and administered in accordance with the applicable exemptions from Section 409A of intent that the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall Participant not be subject to liquidation tax under Section 409A. Neither the Company, any of its Subsidiaries nor any entity which is a Related Entity shall be liable to any Participant (or exchange any other individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant might owe as a result of participation in the Plan, and the Company, its Subsidiaries nor any other benefitentity which is a Related Entity shall have no obligation to indemnify or otherwise protect the Participant from the obligation to pay any taxes pursuant to Section 409A, unless otherwise specified.

Code Section 409A. (i) This Agreement is not intended to provide for any deferral of compensation subject to shall at all times be interpreted and operated in compliance with Section 409A of the Code, and, accordingly, . The parties intend that the severance payments payable and benefits under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with this Agreement will qualify for any available exceptions from coverage under Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance accordingly. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A and Department applies, all references in this Agreement to termination of Treasury regulations and other interpretive guidance issued thereunder. Executive’s employment are intended to mean Executive’s “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, (iii) each such payment that is made within two and one-half (2-1/2) months following the end of the calendar year that contains the date of Executive’s termination is intended to be exempt from Code Section 409A as a short-term deferral within the meaning of the final regulations under Code Section 409A, (iv) each such payment that is made later than two and one-half (2-1/2) months following the end of the calendar year that contains the date of Executive’s termination is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that is made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Executive is a “specified employee” (as defined in within the meaning of Code Section 409A of at the Code), as determined by the Company in accordance with Section 409A of the Code, on the date time of Executive’s Separation separation from Serviceservice, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the payments six-month period immediately following Executive’s separation from service shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive (or, in the event of Executive’s death, to Executive’s estate) in a lump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service or Executive’s death. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement are subject to Code Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code409A, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (Ai) the date that is six expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (6)-months following Executive’s Separation from Service, (Bii) the date reimbursement of Executive’s death or (C) an eligible expense must be made no later than the earliest date as is permitted under Section 409A last day of calendar year following the Code. Any remaining payments due under calendar year in which the Agreement shall be paid as otherwise provided herein. expense was incurred; and (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended right to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses reimbursements or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall cannot be subject to liquidation liquidated or exchange exchanged for any other benefit.

Code Section 409A. (i) This Payments made pursuant to this Agreement is not are intended to provide for any deferral be exempt from or otherwise to comply with the provisions of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To to the extent applicable, . The Program and this Agreement shall be administered and interpreted in accordance a manner consistent with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) this intent. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent determines that the any payments or benefits under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the Code extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and the delayed payment or distribution of all or any portion of such amounts each separately identified amount to which Executive the Employee is entitled under this Agreement is required shall be treated as a separate payment; (b) except as otherwise provided in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i13(a) of the CodeProgram, then such portion deferred upon the lapse of Restrictions pursuant to Section 5 of this Section 9(p)(ii) Agreement, any Units not previously settled on a Delivery Date shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Servicesettled as soon as administratively possible after, (B) and effective as of, the date of Executivethe Change in Control or the date of the Employee’s death or Termination (Cas applicable); and (c) the earliest date term “as soon as administratively possible” means a period of time that is permitted under Section 409A of within 60 days after the CodeTermination or Change in Control (as applicable). Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, Although this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement provided hereunder are intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree be exempt from or to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Treasury Regulations thereunder (Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as taxes pursuant to its compliance with Code Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. The intent of the parties is that payments (iincluding settlements) This and benefits under the Agreement is not intended are exempt from or comply with Section 409A of Code to provide for any deferral of compensation the extent subject thereto, and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted and be administered to be in exempt from or compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) Grantee shall not be considered to have separated from service with the Company for purposes of the Agreement and 5(c)(iii) no payment shall be paid no later than due to the later of: (A) Grantee under the fifteenth (15th) day Agreement on account of a separation from service until the Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the third month following Executive’s first taxable year Code. Any payments described in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of Agreement that are due within the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employeeshort-term deferral period” (as defined in Section 409A of the Code)Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Agreement, as determined by to the Company extent that any amounts are payable upon a separation from service and such payment would result in accordance with accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under the Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of Executive’s Separation from Service, to the extent that the payments described in the Agreement will be exempt from or benefits under this Agreement are subject to comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the delayed Code from applying to any such payment. The Grantee shall be solely responsible for the payment or distribution of all or any portion taxes and penalties incurred under Section 409A. For purposes of such amounts making a payment under the Agreement, if any amount is payable as a result of a Change of Control, then to which Executive is entitled under this Agreement is the extent required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted accelerated taxation and/or tax penalties under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein, such event must also constitute a 409A CIC. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) This The intent of the parties is that payments and benefits under the Agreement is not intended comply with Section 409A of Code to provide for any deferral of compensation the extent subject thereto, and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) Participant shall not be considered to have separated from service with the Company for purposes of the Agreement and 5(c)(iii) no payment shall be paid no later than due to the later of: (A) Participant under the fifteenth (15th) day Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the third month following Executive’s first taxable year Code. Any payments described in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of Agreement that are due within the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employeeshort-term deferral period” (as defined in Section 409A of the Code)Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Agreement, as determined by to the Company extent that any amounts are payable upon a separation from service and such payment would result in accordance with accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under the Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of Executive’s Separation from Service, to the extent that the payments described in the Agreement will be exempt from or benefits under this Agreement are subject to comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the delayed Code from applying to any such payment. The Participant shall be solely responsible for the payment or distribution of all or any portion taxes and penalties incurred under Section 409A. For purposes of such amounts making a payment under the Agreement, if any amount is payable as a result of a Substantial Corporate Change, then to which Executive is entitled under this Agreement is the extent required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted accelerated taxation and/or tax penalties under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted such event must also constitute a “change in accordance with the applicable exemptions from Section 409A ownership or effective control” of the Code. If Executive and Company or a “change in the ownership of a substantial portion of the assets” of the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of within the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements meaning of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (i) This Agreement It is not intended to provide for any deferral the intent of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation to either meet an exception from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations any rulings and regulations promulgated thereunder (collectively, the "Code"), and any applicable transition reliefambiguities herein will be so interpreted and this Agreement will be so administered. References to a termination of employment in Section 6 and/or 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) while preserving at the economic agreement time of the parties. To the extent that Executive's termination of employment, any provision in this Agreement is ambiguous as nonqualified deferred compensation subject to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive's "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive's separation from service or, if earlier, the date of Executive's death. Any such "nonqualified deferred compensation" shall not be subject to an “anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax” as defined in tax or interest penalty payable amount by the Executive on account of a violation of Section 409A(a)(1)(B) 409A. Any payment by the Company of such amount shall include a "gross-up" payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the "gross-up" payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the Code. (iv) Any reimbursement violation of expenses or in-kind benefits payable under this Agreement Section 409A. Such payment shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(ivby the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and shall be paid on or before not later than the last day end of Executive’s 's taxable year next following the taxable year in which the Executive incurred submits the expensesrespective taxes to the taxing authority. The amount Executive agrees that the Company may amend this Agreement, with the consent of expenses reimbursed the Executive, as the Company determines is necessary or in-kind benefits payable advisable so that payments made pursuant to this Agreement will not result in one year shall additional taxation of the Executive pursuant to the provisions of Section 409A. The Executive agrees that he will not withhold his consent under this Section 20 if the proposed amendment does not materially adversely affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit's rights under this Agreement.

Code Section 409A. (ia) This To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not intended to provide for subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any deferral of compensation regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the CodeAgreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the severance aforementioned deferral shall only apply to separate payments payable under Sections 5(c)(iiwhich would occur during the six (6) month deferral period and 5(c)(iiiall other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted Employee in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Codepayment schedule established herein. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) This Payments made pursuant to this Agreement is not are intended to provide for any deferral be exempt from or to otherwise comply with the provisions of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To to the extent applicable, . The Program and this Agreement shall be administered and interpreted in accordance a manner consistent with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) this intent. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent determines that the any payments or benefits under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Director’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Director shall not be deemed to have had a Termination unless the Director has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Director’s Termination shall instead be paid on the first business day after the date that is six months following the Director’s Termination (or upon the Director’s death, if earlier). For purposes of Code Section 409A, to the Code extent applicable, all payments provided hereunder shall be treated as a right to a series of separate payments and the delayed payment or distribution of all or any portion of such amounts each separately identified amount to which Executive the Director is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in treated as a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Codeseparate payment. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, Although this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement provided hereunder are intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree be exempt from or to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Director (or any other individual claiming a benefit through the Director) for any tax, interest, or penalties the Director may owe as a result of compensation paid under this Agreement, and the Treasury Regulations thereunder (Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Director from the obligation to pay any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as taxes pursuant to its compliance with Code Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. The Committee shall to the extent applicable interpret and construe this Agreement to comply with Code Section 409A, and to the extent required a Change in Control shall be limited to a Change in Control that complies with Code Section 409A. The Committee may interpret or amend this Agreement to comply with Code Section 409A without the Participant’s consent even if such amendment would have an adverse effect on this Agreement. To the extent required under Code Section 409A, in the case of any Participant who is specified employee, a distribution on account of a separation from service may not be made before the date which is six months after the date of the Participant’s separation from service (i) This Agreement is not intended or, if earlier, the date of the Participant’s death). For purposes of the foregoing and to provide the extent required by Code Section 409A with respect to an Agreement, the terms “separation from service” and “specified employee” all shall be defined in the same manner as those terms are defined for any deferral purposes of compensation subject to Section 409A of the Code, and, accordingly, and the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) limitations set forth herein shall be paid no later than applied in such manner (and only to the later of: (Aextent) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended necessary to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the any requirements of Section 409A of the Code and that are applicable to the Treasury Regulations thereunder (and any applicable transition relief) while preserving Agreement as determined by the economic agreement Committee. Furthermore, to the extent required under Code Section 409A, none of the parties. To Company, the Committee or Board shall have any discretion otherwise provided in the Plan or herein to the extent that such discretion is prohibited under Code Section 409A for compliance with Code Section 409A with respect to deferred compensation including, without limitation, any provision discretion to accelerate or substitute as permitted under the Plan or determine an event is or is not a Change in Control. Notwithstanding anything in this Agreement is ambiguous as or elsewhere to its compliance with Section 409A the contrary, a termination of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts employment shall not be subject deemed to liquidation have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or exchange benefits that constitute “non-qualified deferred compensation” within the meaning of Section 409A upon or following a termination of Participant’s employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any other benefitsuch provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be the date of termination for purposes of any such payment or benefits. Notwithstanding the foregoing, none of the Company, any Affiliate or any officer, director, employee, shareholder or any agent of any of them guarantees or is responsible for the tax consequences to the Participant with respect to this Agreement under the Plan and the administration of the Plan, including without limitation, any excise or penalty tax or interest under Code Section 409A. Participant is advised to consult Participant’s tax advisor with respect to this Agreement and the tax consequences of this Agreement and any payments hereunder.

Code Section 409A. (i) This Payments made pursuant to this Agreement is not are intended to provide for any deferral be exempt from or to otherwise comply with the provisions of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To to the extent applicable, . The Program and this Agreement shall be administered and interpreted in accordance a manner consistent with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) this intent. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent determines that the any payments or benefits under this Agreement are subject to Code Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a prohibited distribution under Section 409A(a)(2)(B)(i) of Termination unless the CodeEmployee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), then such portion deferred and amounts that would otherwise be payable pursuant to this Section 9(p)(iiAgreement during the six-month period immediately following the Employee’s Termination (including retirement) shall instead be paid or distributed to Executive in a lump sum on the earlier of (A) first business day after the date that is six (6)-months 6) months following Executivethe Employee’s Separation from ServiceTermination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (Bi) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of Executivethe Employee’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement Disability shall be paid as otherwise provided herein. (iii) To determined by the extent applicable, Company in its sole discretion. Although this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement provided hereunder are intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree be exempt from or to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Treasury Regulations thereunder (Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as taxes pursuant to its compliance with Code Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (i) This The Parties intend that the benefits provided in this Agreement is not intended to provide qualify for any deferral of compensation subject to the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), and, accordingly, such as the severance payments payable exception for “short-term deferrals” under Sections 5(c)(iiTreas. Reg. Section 1.409A-1(b)(4) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 409A and any Treasury Regulations and other guidance issued thereunder1.409A-1(b)(9)(iii). To the extent applicableCode Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to mean Executive’s “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), and (ii) each payment made under this Agreement shall be interpreted in accordance with Code Section 409A treated as a separate payment and Department the right to a series of Treasury regulations installment payments under this Agreement, including, without limitation, under Sections 4(c) and other interpretive guidance issued thereunder. (ii) If d), shall be treated as a right to a series of separate payments. In addition, if Executive is a “specified employee” (as defined in within the meaning of Code Section 409A of at the Code), as determined by the Company in accordance with Section 409A of the Code, on the date time of Executive’s Separation separation from Serviceservice, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that the payments or benefits would otherwise be payable under this Agreement are subject to Section 409A of during the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) six- month period immediately following Executive’s “separation from service” shall not be paid or distributed 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 (A) the date that is six (6)-months months following Executive’s Separation separation from Serviceservice. Notwithstanding the foregoing, (B) the date no provision of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that or construed to transfer any payments or benefits payable under this Agreement intended liability for failure to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, from Executive and or any other individual to the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements any of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.Affiliates

Code Section 409A. (i) This Payments made pursuant to this Agreement is not are intended to provide for any deferral be exempt from or otherwise to comply with the provisions of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To to the extent applicable, . The Program and this Agreement shall be administered and interpreted in accordance a manner consistent with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) this intent. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent determines that the any payments or benefits under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the Code extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and the delayed payment or distribution of all or any portion of such amounts each separately identified amount to which Executive the Employee is entitled under this Agreement is required shall be treated as a separate payment; (b) the term “as soon as administratively possible” means a period of time that in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) no event will extend beyond the later of the Code, then such portion deferred pursuant to this Section 9(p)(iiend of the Employee’s taxable year in which Termination or Disability (as applicable) shall be paid occurs or distributed to Executive in a lump sum on the earlier fifteenth day of the third calendar month following Termination or Disability (A) the date that is six as applicable); and (6)-months following Executive’s Separation from Service, (Bc) the date of Executivethe Employee’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement Disability shall be paid as otherwise provided herein. (iii) To determined by the extent applicable, Company in its sole discretion. Although this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement provided hereunder are intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree be exempt from or to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Treasury Regulations thereunder (Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as taxes pursuant to its compliance with Code Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the following provisions shall apply to all benefits and payments provided under this Agreement by Bank to Executive: (ia) This Agreement is not intended to provide for The payment (or commencement of a series of payments) hereunder of any deferral non-qualified deferred compensation (within the meaning of compensation subject to Section 409A of the Code) upon a termination of employment shall be delayed until such time as Executive has also undergone a Separation from Service, and, accordingly, at which time such non-qualified deferred compensation (calculated as of the severance payments payable under Sections 5(c)(ii) and 5(c)(iiidate of Executive’s termination of employment) shall be paid no later than the later of: (Aor commence to be paid) the fifteenth (15th) day of the third month following Executive’s first taxable year to Executive as set forth in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department as if Executive had undergone such termination of Treasury regulations and other interpretive guidance issued thereunder. employment (iiunder the same circumstances) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service. (b) If Executive is a specified employee (as determined by Bank in accordance with Section 409A of the Code and Treasury Regulations § 1.409A-3(i)(2)) as of Executive’s Separation from Service with Bank, and if any payment, benefit, or entitlement provided for in this Agreement or otherwise both (i) constitutes non-qualified deferred compensation (within the meaning of Section 409A of the Code) and (ii) cannot be paid or provided in a manner otherwise expressly provided for without subjecting Executive to additional tax or interest (or both) under Section 409A of the Code, then any such payment, benefit, or entitlement that is payable during the first six months following the Separation from Service shall be paid or provided to Executive in a lump sum cash payment to be made on the earlier of (A) Executive’s death and (B) the first business day of the seventh month immediately following Executive’s Separation from Service. (c) Any payment or benefit paid or provided under this Agreement due to a Separation from Service that is exempt from Section 409A of the Code pursuant to Treasury Regulations § 1.409A-1(b)(9)(v) will be paid or provided to Executive only to the extent that the payments expenses are not incurred or benefits are not provided beyond the last day of Executive’s second taxable year following Executive’s taxable year in which the Separation from Service occurs, provided that Bank reimburses such expenses no later than the last day of the third taxable year following Executive’s taxable year in which Executive’s Separation from Service occurs. (d) It is the intent of the Parties that the payments, benefits, and entitlements to which Executive could become entitled in connection with Executive’s employment under this Agreement are subject to be exempt from or comply with Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under regulations and other guidance promulgated thereunder, and, accordingly, this Agreement is required in order will be interpreted to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) be consistent with such intent. For purposes of the Code, then such portion limitations on non-qualified deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted compensation under Section 409A of the Code. Any remaining payments due , each payment of compensation under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with treated as a separate payment of compensation for purposes of applying the applicable exemptions from exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception, or any other exception or exclusion under Section 409A of the Code. If Executive . (e) Although the payments and the Company determine that any payments or benefits payable under this Agreement provided for hereunder are intended to comply with Sections 409A(a)(2)be structured in a manner to avoid the imposition of any penalty taxes under Section 409A of the Code, (3) and (4) in no event whatsoever will Bank be liable for any additional tax, interest, or penalties that may be imposed on Executive under or as a result of Section 409A of the Code do not or any damages for failing to comply with Section 409A of the Code (other than for withholding or other obligations applicable to employers, if any, under Section 409A of the Code). (f) No deferred compensation payments provided for under this Agreement shall be accelerated to Executive, Executive and except as permitted by Treasury Regulations § 1.409A-3(j)(4). (g) Notwithstanding any other provision of this Agreement to the Company agree to amend contrary, in no event shall any payment under this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in offset by any other amount unless permitted by Section 409A(a)(1)(B) 409A of the Code. (ivh) All expenses described in this Agreement as eligible for reimbursement must be incurred by Executive during the Term of this Agreement to be eligible for reimbursement. Any reimbursement in-kind benefits provided by Bank to Executive must be provided during the Term of this Agreement. The amount of reimbursable expenses incurred, and the amount of any in-kind benefits provided, in one taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits payable under this Agreement shall be made provided, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and any other taxable year. Each category of reimbursement shall be paid on or before as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of Executive’s taxable the calendar year following the taxable calendar year in which Executive incurred the expensesexpense was incurred. The amount of expenses reimbursed or Neither rights to reimbursement nor in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefitbenefits.

Code Section 409A. (i) This Payments made pursuant to this Agreement is not are intended to provide for any deferral be exempt from or to otherwise comply with the provisions of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To to the extent applicable, . The Program and this Agreement shall be administered and interpreted in accordance a manner consistent with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) this intent. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent determines that the any payments or benefits under this Agreement are subject to Code Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a prohibited distribution under Section 409A(a)(2)(B)(i) of Termination unless the CodeEmployee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), then such portion deferred and amounts that would otherwise be payable pursuant to this Section 9(p)(iiAgreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid or distributed to Executive in a lump sum on the earlier of (A) first business day after the date that is six (6)-months 6) months following Executivethe Employee’s Separation from ServiceTermination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (Bi) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (iii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in Control (as applicable); and (iv) the date of Executivethe Employee’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement Disability shall be paid as otherwise provided herein. (iii) To determined by the extent applicable, Company in its sole discretion. Although this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement provided hereunder are intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree be exempt from or to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Treasury Regulations thereunder (Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as taxes pursuant to its compliance with Code Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (i) This Agreement It is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance parties’ intention that payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall ARTICLE 4 will be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation exempt from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code (“Section 409A”) because they are short term deferrals under Treas. Reg. Sec. 1.409A-1(b)(4) or payments under a separation pay plan within the meaning of Treas. Reg. Sec. 1.409A-1(b)(9) and the Agreement shall be construed and administered in a manner consistent with such intent. If any payment is or becomes subject to the requirements of Section 409A, the Agreement, as it relates to such payment, is intended to comply with the requirements of Section 409A. Further, any payments that are subject to the requirements of Section 409A may be accelerated or delayed only if and to the extent otherwise permitted under Section 409A. All payments to be made under the Agreement upon a termination of employment may only be made upon a “separation of service” as defined under Section 409A and any “separation from service” shall be treated as a termination of employment. If the provision of a benefit or a payment is determined to be subject to Section 409A, then, if Employee is a “specified employee” within the meaning of the Treasury Regulations thereunder issued pursuant to Section 409A as of Employee’s date of termination, no amount that constitutes a deferral of compensation that is payable on account of the Employee’s separation from service shall be paid to Employee before the date that is the first day of the seventh month after Employee’s date of termination or, if earlier, the date of Employee’s death (the “delayed payment date”). All such withheld amounts will be accumulated and paid, without interest, on the delayed payment date. Notwithstanding anything to the contrary in this Agreement, with respect to payments that are not exempt from Section 409A (if any) and are subject to the Employee’s execution and delivery of a release: (i) If the Employee fails to execute the release on or prior to the expiration date set forth in the release or timely revokes Employee’s acceptance of the release thereafter, the Employee shall not be entitled to any payments or benefits otherwise conditioned on the release, and (ii) In any case where the employment termination date and the latest date the release revocation period could expire fall in two separate taxable years, any payments required to be made to the Employee that are conditioned on the release (and any applicable transition reliefwould otherwise be made in the earlier of such taxable years) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation the later taxable year. Any payments that are delayed pursuant to this Section 1.409A-3(i)(1)(iv(ii) and shall be paid in a lump sum on the latest of the date the Employee executes and does not revoke the release (and the applicable revocation period has expired), the first business day in such later taxable year, or before the last day date payment is otherwise due under the terms of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefitthis Agreement.

Code Section 409A. (i) This The intent of the parties is that payments and benefits under the Agreement is not intended are exempt from or comply with Section 409A of Code to provide for any deferral of compensation the extent subject thereto, and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted and be administered to be in exempt from or compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) Grantee shall not be considered to have separated from service with the Company for purposes of the Agreement and 5(c)(iii) no payment shall be paid no later than due to the later of: (A) Grantee under the fifteenth (15th) day Agreement on account of a separation from service until the Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the third month following Executive’s first taxable year Code. Any payments described in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of Agreement that are due within the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employeeshort-term deferral period” (as defined in Section 409A of the Code)Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Agreement, as determined by to the Company extent that any amounts are payable upon a separation from service and such payment would result in accordance with accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under the Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of Executive’s Separation from Service, to the extent that the payments described in the Agreement will be exempt from or benefits under this Agreement are subject to comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the delayed Code from applying to any such payment. The Grantee shall be solely responsible for the payment or distribution of all or any portion taxes and penalties incurred under Section 409A. For purposes of such amounts making a payment under the Agreement, if any amount is payable as a result of a Change of Control, then to which Executive is entitled under this Agreement is the extent required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted accelerated taxation and/or tax penalties under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein, such event must also constitute a 409A CIC. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) This Payments made pursuant to this Agreement is not are intended to provide for any deferral be exempt from or to otherwise comply with the provisions of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To to the extent applicable, . The Program and this Agreement shall be administered and interpreted in accordance a manner consistent with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) this intent. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent determines that the any payments or benefits under this Agreement are subject to Code Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Director’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Director shall not be deemed to have had a prohibited distribution under Section 409A(a)(2)(B)(i) of Termination unless the CodeDirector has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), then such portion deferred and amounts that would otherwise be payable pursuant to this Section 9(p)(ii) Agreement during the six-month period immediately following the Director’s Termination shall instead be paid or distributed to Executive in a lump sum on the earlier of (A) first business day after the date that is six (6)-months 6) months following Executivethe Director’s Separation from ServiceTermination (or upon the Director’s death, (B) the date if earlier). For purposes of Executive’s death or (C) the earliest date as is permitted under Code Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To 409A, to the extent applicable, all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Director is entitled under this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Codetreated as a separate payment. If Executive Although this Agreement and the Company determine that any payments or benefits payable under this Agreement provided hereunder are intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree be exempt from or to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Director (or any other individual claiming a benefit through the Director) for any tax, interest, or penalties the Director may owe as a result of compensation paid under this Agreement, and the Treasury Regulations thereunder (Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Director from the obligation to pay any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as taxes pursuant to its compliance with Code Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (i) This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as short-term deferrals pursuant to Treas. Reg. §1.409A-1(b)(4) or that qualify for the two-times compensation exemption of Treas. Reg. §1.409A-1(b)(9)(iii). With respect to any amounts that are subject to Section 409A, it is intended, and this Agreement will be so construed, that such amounts and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A so as not intended to provide for subject the Executive to the payment of interest and additional tax that may be imposed under Section 409A. For purposes of any deferral of compensation payment in this Agreement that is subject to Section 409A and triggered by the Executive’s “termination of employment”, (i) “termination of employment” shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If in the event the Executive is a “specified employee” (as defined in Section 409A on the date of the Code), as Executive’s termination of employment (with such status determined by the Company in accordance with Section 409A rules established by the Company in writing in advance of the Code, on “specified employee identification date” that relates to the date of the Executive’s Separation from Servicetermination of employment or, to if later, by December 31, 2008, or in the extent absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that the payments or benefits under this Agreement are is subject to Section 409A 409A, such payment shall not be paid earlier than six months after such termination of employment (if the Executive dies after the date of the Code Executive’s termination of employment but before any payment has been made, such remaining payments that were or could have been delayed will be paid to the Executive’s estate without regard to such six-month delay). The Executive acknowledges and agrees that the delayed payment or distribution of all or any portion of such amounts Company has made no representation to which the Executive is entitled under this Agreement is required in order as to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) the tax treatment of the Code, then such portion deferred compensation and benefits provided pursuant to this Section 9(p)(ii) shall be paid or distributed Agreement and that the Executive is solely responsible for all taxes due with respect to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided hereinsuch compensation and benefits. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) This The Parties intend that the benefits provided in this Agreement is not intended to provide qualify for any deferral of compensation subject to the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), and, accordingly, such as the severance payments payable exception for “short-term deferrals” under Sections 5(c)(iiTreas. Reg. Section 1.409A-1(b)(4) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 409A and any Treasury Regulations and other guidance issued thereunder1.409A-1(b)(9)(iii). To the extent applicableCode Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to mean Executive’s “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), and (ii) each payment made under this Agreement shall be interpreted in accordance with Code Section 409A treated as a separate payment and Department the right to a series of Treasury regulations installment payments under this Agreement, including, without limitation, under Sections 4(c) and other interpretive guidance issued thereunder. (ii) If d), shall be treated as a right to a series of separate payments. In addition, if Executive is a “specified employee” (as defined in within the meaning of Code Section 409A of at the Code), as determined by the Company in accordance with Section 409A of the Code, on the date time of Executive’s Separation separation from Serviceservice, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that the payments or benefits would otherwise be payable under this Agreement are subject to Section 409A of during the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) six-month period immediately following Executive’s “separation from service” shall not be paid or distributed 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 (A) the date that is six (6)-months months following Executive’s Separation separation from Serviceservice. Notwithstanding the foregoing, (B) the date no provision of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that or construed to transfer any payments or benefits payable under this Agreement intended liability for failure to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, from Executive and or any other individual to the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements any of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the CodeAffiliates. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (ia) This The payments under this Agreement is not are intended to provide for any deferral of compensation subject to either comply with or be exempt from Section 409A of the CodeInternal Revenue Code of 1986, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeitureas amended, and the Treasury Regulations promulgated thereunder (Band such other Treasury or Internal Revenue Service guidance) as in effect from time to time (“Code Section 409A”), including the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeitureexceptions for short-term deferrals, as determined separation pay arrangements, reimbursements, and in-kind distributions, and will be administered, construed, and interpreted in accordance with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Code Section 409A, then the Company shall use its reasonable efforts to modify such provision to the extent and in the manner necessary to be in compliance with (or to satisfy an exemption from) such requirements of the Code Section 409A and any Treasury Regulations and other guidance issued thereundersuch modification will attempt to maintain the same economic results as were intended under this Agreement. To the extent applicable, Each payment under this Agreement shall is intended to be interpreted in accordance with treated as one of a series of separate payments for purposes of Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Treas. Reg. §1.409A-2(b)(2)(iii) (ii) If Executive or any similar or successor provisions). Notwithstanding anything in this Agreement to the contrary, to the extent Employee is considered a “specified employee” (as defined in Code Section 409A of and Treas. Reg. §1.409A-1(c)(i) or any similar or successor provision) and would be entitled to a payment during the Code), six (6)-month period beginning on (and as determined by a result of) the Company in accordance with Termination Date that is not otherwise excluded under Code Section 409A under the exception for short-term deferrals, separation pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exception, the payment will be subject to the Six-Month Delay. The Company does not guarantee that any payments made in connection with the Agreement will satisfy all applicable provisions of Code Section 409A. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Code Section 409A, references to “termination of employment”, “termination”, or words and phrases of similar import, shall be deemed to refer to Employee’s “separation from service” as defined in Code Section 409A, and shall be interpreted and applied in a manner that is consistent with the Coderequirements of Code Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, on the date of Executive’s Separation any payment or benefit under this Agreement or otherwise that is exempt from Service, Code Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to Employee only to the extent that the payments expenses are not incurred, or the benefits under this Agreement are subject to Section 409A not provided, beyond the last day of the Code second calendar year following the calendar year in which Employee’s “separation from service” occurs; and provided further that such expenses are reimbursed no later than the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) last day of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive third calendar year following the calendar year in a lump sum on the earlier of (A) the date that is six (6)-months following Executivewhich Employee’s Separation “separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the partiesservice” occurs. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Codeindemnification payment, expense reimbursement, or the provision shall be read in such a manner that no payments payable under this Agreement shall of any in-kind benefit is determined to be subject to an “additional tax” as defined in Code Section 409A(a)(1)(B) 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement, or the Code. (iv) Any reimbursement provision of expenses or any in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable benefit, in one calendar year shall not affect the amount eligible for reimbursement indemnification payment or provision of in-kind benefits payable or expenses eligible for reimbursement in any other taxable calendar year of Executive’s(except for any lifetime or other aggregate limitation applicable to medical expenses), and Executive’s in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar year following the calendar year in which Employee incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement for such amounts shall not or the provision of any in-kind benefit be subject to liquidation or exchange for any other another benefit.

Code Section 409A. (i) This The Parties intend that the benefits provided in this Agreement is not intended to provide qualify for any deferral of compensation subject to the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), and, accordingly, such as the severance payments payable exception for “short-term deferrals” under Sections 5(c)(iiTreas. Reg. Section 1.409A-1(b)(4) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 409A and any Treasury Regulations and other guidance issued thereunder1.409A-1(b)(9)(iii). To the extent applicableCode Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to mean Executive’s “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), and (ii) each payment made under this Agreement shall be interpreted in accordance with Code Section 409A treated as a separate payment and Department the right to a series of Treasury regulations installment payments under this Agreement, including, without limitation, under Sections 4(c) and other interpretive guidance issued thereunder. (ii) If d), shall be treated as a right to a series of separate payments. In addition, if Executive is a “specified employee” (as defined in within the meaning of Code Section 409A of at the Code), as determined by the Company in accordance with Section 409A of the Code, on the date time of Executive’s Separation separation from Serviceservice, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that the payments or benefits would otherwise be payable under this Agreement are subject to Section 409A of during the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) six- month period immediately following Executive’s “separation from service” shall not be paid or distributed 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 (A) the date that is six (6)-months months following Executive’s Separation separation from Serviceservice. Notwithstanding the foregoing, (B) the date no provision of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that or construed to transfer any payments or benefits payable under this Agreement intended liability for failure to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, from Executive and or any other individual to the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements any of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the CodeAffiliates. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) This To the extent applicable, it is intended that the payment of the benefits, severance, incentive compensation and/or equity compensation provided under this Agreement is not intended to provide for any deferral shall comply with or be exempt from the provisions of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted construed and applied in accordance a manner consistent with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive this intent. In the event any payment or benefit under this Agreement is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company to be in accordance with Section 409A the nature of deferred compensation, the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code Company and the delayed payment or distribution of all or any portion of Executive hereby agree to take such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Codeactions, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as not otherwise provided herein. (iii) To , as may be mutually agreed between the extent applicable, this Agreement shall be interpreted parties to ensure that such payments remain exempt from or in accordance compliance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements provisions of Section 409A of the Code and the Treasury Regulations thereunder (and thereunder. Notwithstanding any applicable transition relief) while preserving provision of this Agreement to the economic agreement contrary, if the Executive is a “specified employee” within the meaning of Section 409A, any payments due upon a termination of the partiesExecutive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A and which does not otherwise qualify under the exemptions under Treasury Regulation Section 1.409A-1 (including without limitation, the short-term deferral exemption or the permitted payments under Treasury Regulation 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 months after the Executive’s “separation from service” (as such term is defined in Section 409A and the Regulations and the other published guidance thereunder) for any reason other than death, and (ii) the date of the Executive’s death. To the extent that any provision in payment or benefit under this Agreement is ambiguous as to its compliance modified by reason of this Section 19, it shall be modified in a manner that complies with Section 409A of and preserves to the Code, maximum possible extent the provision shall be read in such economic costs or value thereof (as applies) to the respective parties (determined on a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Codepre-tax basis). (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) This Payments made pursuant to this Agreement is not are intended to provide for any deferral be exempt from or otherwise to comply with the provisions of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To to the extent applicable, . The Program and this Agreement shall be administered and interpreted in accordance a manner consistent with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) this intent. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent determines that the any payments or benefits under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the Code extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and the delayed payment or distribution of all or any portion of such amounts each separately identified amount to which Executive the Employee is entitled under this Agreement is required shall be treated as a separate payment; (b) the term “as soon as administratively possible” means a period of time that in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) no event will extend beyond the later of the Code, then such portion deferred pursuant to this Section 9(p)(iiend of the Employee’s taxable year in which Termination or Disability (as applicable) shall be paid occurs or distributed to Executive in a lump sum on the earlier fifteenth day of the third calendar month following Termination or Disability (A) the date that is six as applicable); and (6)-months following Executive’s Separation from Service, (Bc) the date of Executivethe Employee’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement Disability shall be paid as otherwise provided herein. (iii) To determined by the extent applicable, Company in its sole discretion. Although this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement provided hereunder are intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree be exempt from or to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Treasury Regulations thereunder (Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as taxes pursuant to its compliance with Code Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (i) This The Parties intend that this Agreement is not intended and the benefits provided hereunder be interpreted and construed to provide for any deferral of compensation subject be exempt from or to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance otherwise comply with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To to the extent applicableapplicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in accordance connection therewith. Although the Company intends to administer this Agreement so that it will be exempt from, or otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will be exempt from or otherwise comply with Code Section 409A, or any other provisions of federal, state, local, or non-United States laws. Neither the Company, its affiliates, nor their respective directors, officers, employees or advisors shall be liable to ▇▇▇▇▇▇▇ (or any individual claiming a benefit through ▇▇▇▇▇▇▇) for any tax, interest, or penalties that Quarles may owe as a result of compensation or benefits paid under this Agreement, and the Company, its affiliates and their respective directors, officers, employees or advisors shall have no obligation to indemnify, reimburse, or otherwise protect Quarles from the obligation to pay any taxes pursuant to Code Section 409A or otherwise. Notwithstanding any provision of this Agreement to the contrary, in the event that any payment to ▇▇▇▇▇▇▇ or any benefit hereunder is made upon, or as a result of ▇▇▇▇▇▇▇’ termination of employment, and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive ▇▇▇▇▇▇▇ is a “specified employee” (as that term is defined in under Code Section 409A of 409A) at the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, time ▇▇▇▇▇▇▇ becomes entitled to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed any such payment or distribution of all benefit, and provided further that such payment or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under benefit does not otherwise qualify for an applicable exemption from Code Section 409A(a)(2)(B)(i) of the Code409A, then no such portion deferred pursuant to this Section 9(p)(ii) payment or benefit shall be paid or distributed commenced to Executive be paid to ▇▇▇▇▇▇▇ under this Agreement until the date that is the earlier to occur of: (i) ▇▇▇▇▇▇▇’ death, or (ii) six (6) months and one (1) day following his termination of employment (the “Delay Period”). Any payments which ▇▇▇▇▇▇▇ would otherwise have received during the Delay Period shall be payable to ▇▇▇▇▇▇▇ in a lump sum on the earlier of (A) the date that is six (6)-months 6) months and one (1) day following Executive’s Separation from Service, (B) the effective date of Executive’s death or (C) the earliest date as is permitted under Section 409A termination. For purposes of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take the terms “terminate,” “termination,” “termination of employment,” and variations thereof as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” as such other actions as Executive and term is defined under Code Section 409A. Any reimbursements by the Company deem reasonably necessary or appropriate, to comply with the requirements ▇▇▇▇▇▇▇ of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable eligible expenses under this Agreement shall Agreement, other than reimbursements that would otherwise be subject to an exempt from income or the application of Code Section 409A, (“additional tax” as defined in Section 409A(a)(1)(BReimbursements”) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall will be made promptly and, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid any event, on or before the last day of Executive’s ▇▇▇▇▇▇▇’ taxable year following the his taxable year in which Executive incurred the expensesexpense was incurred. The amount of any Reimbursements, and the value of any in-kind benefits to be provided to ▇▇▇▇▇▇▇ under this Agreement, other than in-kind benefits that would otherwise be exempt from income or the application of Code Section 409A, during any of Quarles’ taxable years will not affect the expenses reimbursed eligible for reimbursement, or in-kind benefits payable to be provided, in one year shall not affect any other of his taxable years, except for any limit on the amount eligible for reimbursement of expenses that may be reimbursed under an arrangement described in Code Section 105(b). The right to Reimbursements, or in-kind benefits payable in any other taxable year of Executive’sbenefits, and Executive’s right to reimbursement for such amounts shall will not be subject to liquidation or exchange for any other another benefit.

Code Section 409A. (i) This The Parties intend that the benefits provided in this Agreement is not intended to provide qualify for any deferral of compensation subject to the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), and, accordingly, such as the severance payments payable exception for “short-term deferrals” under Sections 5(c)(iiTreas. Reg. Section 1.409A-1(b)(4) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 409A and any Treasury Regulations and other guidance issued thereunder1.409A-1(b)(9)(iii). To the extent applicableCode Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to mean Executive’s “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), and (ii) each payment made under this Agreement shall be interpreted in accordance with Code Section 409A treated as a separate payment and Department the right to a series of Treasury regulations installment payments under this Agreement, including, without limitation, under Sections 4(c) and other interpretive guidance issued thereunder. (ii) If d), shall be treated as a right to a series of separate payments. In addition, if Executive is a “specified employee” (as defined in within the meaning of Code Section 409A of at the Code), as determined by the Company in accordance with Section 409A of the Code, on the date time of Executive’s Separation separation from Serviceservice, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that the payments or benefits would otherwise be payable under this Agreement are subject to Section 409A of during the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) six-month period immediately following Executive’s “separation from service” shall not be paid or distributed 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 (A) the date that is six (6)-months months following Executive’s Separation separation from Serviceservice. Notwithstanding the foregoing, (B) the date no provision of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that or construed to transfer any payments or benefits payable under this Agreement intended liability for failure to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, from Executive and or any other individual to the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements any of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the partiesits Affiliates. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.​

Code Section 409A. (i) This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as short-term deferrals pursuant to Treas. Reg. §1.409A-1(b)(4) or that qualify for the two-times compensation exemption of Treas. Reg. §1.409A-1(b)(9)(iii). With respect to any amounts that are subject to Section 409A, it is intended, and this Agreement will be so construed, that such amounts and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A so as not intended to provide for subject the Executive to the payment of interest and additional tax that may be imposed under Section 409A. For purposes of any deferral of compensation payment in this Agreement that is subject to Section 409A and triggered by the Executive’s “termination of employment”, (i) “termination of employment” shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If in the event the Executive is a “specified employee” (as defined in Section 409A on the date of the Code), as Executive’s termination of employment (with such status determined by the Company in accordance with Section 409A rules established by the Company in writing in advance of the Code, on “specified employee identification date” that relates to the date of the Executive’s Separation from Servicetermination of employment or, in the absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that is subject to Section 409A, such payment (to the extent that the payments or benefits under this Agreement are subject to Section 409A 409A) shall not be paid earlier than six months after such termination of employment (if the Executive dies after the date of the Code Executive’s termination of employment but before any payment has been made, such remaining payments that were or could have been delayed will be paid to the Executive’s estate without regard to such six-month delay). The Executive acknowledges and agrees that the delayed payment or distribution of all or any portion of such amounts Company has made no representation to which the Executive is entitled under this Agreement is required in order as to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) the tax treatment of the Code, then such portion deferred compensation and benefits provided pursuant to this Section 9(p)(ii) shall be paid or distributed Agreement and that the Executive is solely responsible for all taxes due with respect to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided hereinsuch compensation and benefits. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) This The intent of the parties is that payments and benefits under the Agreement is not intended comply with Section 409A of Code to provide for any deferral of compensation the extent subject thereto, and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) Participant shall not be considered to have separated from service with the Company for purposes of the Agreement and 5(c)(iii) no payment shall be paid no later than due to the later of: (A) Participant under the fifteenth (15th) day Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the third month following Executive’s first taxable year Code. Any payments described in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of Agreement that are due within the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employeeshort-term deferral period” (as defined in Section 409A of the Code)Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Agreement, as determined by to the Company extent that any amounts are payable upon a separation from service and such payment would result in accordance with accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under the Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of Executive’s Separation from Service, to the extent that the payments described in the Agreement will be exempt from or benefits under this Agreement are subject to comply with Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts makes no undertaking to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of preclude Section 409A of the Code from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. For purposes of making a payment under the Treasury Regulations thereunder (and Agreement, if any applicable transition relief) while preserving the economic agreement 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 parties. To Company or a “change in the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A ownership of a substantial portion of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional taxassets” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement Company within the meaning of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (i) This Payments made pursuant to this Agreement is not are intended to provide for any deferral be exempt from or to otherwise comply with the provisions of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To to the extent applicable, . The Program and this Agreement shall be administered and interpreted in accordance a manner consistent with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) this intent. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent determines that the any payments or benefits under this Agreement are subject to Code Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a prohibited distribution under Section 409A(a)(2)(B)(i) of Termination unless the CodeEmployee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), then such portion deferred and amounts that would otherwise be payable pursuant to this Section 9(p)(iiAgreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid or distributed to Executive in a lump sum on the earlier of (A) first business day after the date that is six (6)-months 6) months following Executivethe Employee’s Separation from ServiceTermination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (Bi) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (iii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in Control (as applicable); and (iv) the date of Executivethe Employee’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement Disability shall be paid as otherwise provided herein. (iii) To determined by the extent applicable, Company in its sole discretion. Although this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement provided hereunder are intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree be exempt from or to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, ​ and the Treasury Regulations thereunder (Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as taxes pursuant to its compliance with Code Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (i) This Agreement is not intended to provide for comply with Section 409A of the Code and any deferral ambiguous provisions will be construed in a manner that is compliant with or exempt from the application of compensation subject to Section 409A of the Code. If a provision of the Agreement would result in the imposition of earlier or additional taxes under Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) parties agree that such provision shall be paid no later than the later of: (A) the fifteenth (15th) day reformed to avoid imposition of such taxes. For purposes of Section 409A of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeitureCode, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, each payment or amount due under this Agreement shall be interpreted considered a separate payment, and Executive’s entitlement to a series of payments under this Agreement is to be treated as an entitlement to a series of separate payments and “termination of employment” shall mean Executive’s “separation from service” as defined in accordance with Code Section 1.409A-1(h) of the Final Treasury Regulations promulgated under Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. the Code, including the default presumptions thereof. If (iii) If Executive is a “specified employee,” (as such term is defined in Section 409A of the CodeCode and determined as described below in this Section 7(j), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits and (ii) any payment due under this Agreement are is subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution be delayed under Section 409A(a)(2)(B)(i) 409A of the Code, then such portion deferred pursuant to this Section 9(p)(ii) that payment shall be paid or distributed to Executive in a lump sum on the earlier earliest of (A) the date first business day that is six (6)-months following months after Executive’s Separation separation from Serviceservice, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as that otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply complies with the requirements of Section 409A of the Code Code. This Section 7(j) shall be applied by accumulating all payments that otherwise would have been paid within six months of Executive’s separation from service and paying such accumulated amounts on the Treasury Regulations thereunder (and any applicable transition relief) while preserving earliest business day which complies with the economic agreement requirements of Section 409A of the partiesCode. To For purposes of determining the extent that any provision identity of specified employees, the Board may establish procedures as it deems appropriate in this Agreement is ambiguous as to its compliance accordance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) This Agreement It is not intended to provide for any deferral the intent of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation to either meet an exception from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations any rulings and regulations promulgated thereunder (collectively, the "Code"), and any applicable transition reliefambiguities herein will be so interpreted and this Agreement will be so administered. References to a termination of employment in Section 6 and/or 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Section 409A(a)(2)(A)(i). If the Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) while preserving at the economic agreement time of the parties. To the extent that Executive's termination of employment, any provision in this Agreement is ambiguous as nonqualified deferred compensation subject to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive's "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive's separation from service or, if earlier, the date of Executive's death. Any such "nonqualified deferred compensation" shall not be subject to an “anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax” as defined in tax or interest penalty payable amount by the Executive on account of a violation of Section 409A(a)(1)(B) 409A. Any payment by the Company of such amount shall include a "gross-up" payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the "gross-up" payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the Code. (iv) Any reimbursement violation of expenses or in-kind benefits payable under this Agreement Section 409A. Such payment shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(ivby the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and shall be paid on or before no later than the last day end of Executive’s 's taxable year next following the taxable year in which the Executive incurred submits the expensesrespective taxes to the taxing authority. The amount Executive agrees that the Company may amend this Agreement, with the consent of expenses reimbursed the Executive, as the Company determines is necessary or in-kind benefits payable advisable so that payments made pursuant to this Agreement will not result in one year shall additional taxation of the Executive pursuant to the provisions of Section 409A. The Executive agrees that he will not withhold his consent under this Section 20 if the proposed amendment does not materially adversely affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit's rights under this Agreement.

Code Section 409A. (i) This Agreement It is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance parties’ intention that payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall ARTICLE 4 will be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation exempt from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code (“Section 409A”) because they are short term deferrals under Treas. Reg. Sec. 1.409A-1(b)(4) or payments under a separation pay plan within the meaning of Treas. Reg. Sec. 1.409A-1(b)(9) and the Agreement shall be construed and administered in a manner consistent with such intent. If any payment is or becomes subject to the requirements of Section 409A, the Agreement, as it relates to such payment, is intended to comply with the requirements of Section 409A. Further, any payments that are subject to the requirements of Section 409A may be accelerated or delayed only if and to the extent otherwise permitted under Section 409A. All payments to be made under the Agreement upon a termination of employment may only be made upon a “separation of service” as defined under Section 409A and any “separation from service” shall be treated as a termination of employment. If the provision of a benefit or a payment is determined to be subject to Section 409A, then, if Employee is a “specified employee” within the meaning of the Treasury Regulations thereunder issued pursuant to Section 409A as of Employee’s date of termination, no amount that constitutes a deferral of compensation that is payable on account of the Employee’s separation from service shall be paid to Employee before the date that is the first day of the seventh month after Employee’s date of termination or, if earlier, the date of Employee’s death (the “delayed payment date”). All such withheld amounts will be accumulated and paid, without interest, on the delayed payment date. Notwithstanding anything to the contrary in this Agreement, with respect to payments that are not exempt from Section 409A (if any) and are subject to the Employee’s execution and delivery of a release: (i) If the Employee fails to execute the release on or prior to the expiration date set forth in the release or timely revokes Employee’s acceptance of the release thereafter, the Employee shall not be entitled to any payments or benefits otherwise conditioned on the release, and (ii) In any case where the employment termination date and the latest date the release revocation period could expire fall in two separate taxable years, any payments required to be made to the Employee that are conditioned on the release (and any applicable transition reliefwould otherwise be made in the earlier of such taxable years) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation the later taxable year. Any payments that are delayed pursuant to this Section 1.409A-3(i)(1)(iv(ii) and shall be paid in a lump sum on the latest of the date the Employee executes and does not revoke the release (and the applicable revocation period has expired), the first business day in such later taxable year, or before the last day date payment is otherwise due under the terms of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefitthis Agreement.

Code Section 409A. (ia) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with meet the requirements of Section 409A of the Code and the regulations and Treasury Regulations guidance promulgated thereunder (“Section 409A”) with respect to amounts subject thereto and any applicable transition relief) while preserving the economic agreement of the partieswill be interpreted and construed consistent with that intent. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of 409A, or to the Codeextent any provision in this Agreement must be modified to comply with Section 409A, the such provision shall be read in such a manner so that no payments payable under this Agreement payment due to Executive shall be subject to an “additional tax” as defined in within the meaning of Section 409A(a)(1)(B) of the Code.. The Company shall not be liable for any determination made in good faith, that a payment of compensation is exempt from or compliant with Section 409A. (b) Notwithstanding anything in this Agreement to the contrary: (i) if, at the time of termination of Executive’s employment hereunder, Executive is deemed to be a “specified employee” of the Company within the meaning of Section 409A, then (x) only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive is entitled under this Agreement in connection with such termination that are subject to Section 409A (and not otherwise exempt from its application) will be withheld until the first business day of the seventh month following the date of such termination (the “Delayed Payment Date”), (y) on the Delayed Payment Date, Executive will receive a lump sum payment in an amount equal to the aggregate amount of such payments that otherwise would have been made to Executive prior to the Delayed Payment Date and (z) following the Delayed Payment Date, Executive will receive the payments otherwise due to Executive in accordance with the payment terms and schedule set forth herein; (ii) with respect to a payment of “deferred compensation” (as defined in Section 409A) triggered by a termination of employment, a termination of employment will be deemed not to have occurred until such time as Executive incurs a “separation from service” with the Company in accordance with Section 409A; (iii) for purposes of Section 409A, each payment in a series of installment payments provided under this Agreement will be treated as a separate payment; (iv) Any any reimbursement for tax due under this Agreement, such as pursuant to a provision providing for a tax gross-up (including any reimbursement due under Section 11 of this Agreement), shall be made by the Company as required but in no event later than the end of the year in which the underlying tax payment was made; and (v) no expenses eligible for reimbursement, or in-kind benefits payable provided, to Executive under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable during any calendar year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not will affect the amount amounts eligible for reimbursement in any other calendar year, to the extent subject to the requirements of Section 409A, and no such right to reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not will be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) This Payments made pursuant to this Agreement is not are intended to provide for any deferral be exempt from or otherwise to comply with the provisions of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To to the extent applicable, . The Program and this Agreement shall be administered and interpreted in accordance a manner consistent with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) this intent. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent determines that the any payments or benefits under this Agreement are subject to Code Performance-Vested Restricted Stock Unit Agreement (2017) Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the Code extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and the delayed payment or distribution of all or any portion of such amounts each separately identified amount to which Executive the Employee is entitled under this Agreement is required shall be treated as a separate payment; (b) except as otherwise provided in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i13(a) of the CodeProgram, then such portion deferred upon the lapse of Restrictions pursuant to Section 5 of this Section 9(p)(ii) Agreement, any Units not previously settled on a Delivery Date shall be paid settled as soon as administratively possible after, and effective as of, the date of the Change in Control or distributed to Executive in a lump sum on the earlier date of the Employee’s Termination (Aas applicable); (c) the date term “as soon as administratively possible” means a period of time that is six within 60 days after the Termination, Disability or Change in Control (6)-months following Executive’s Separation from Service, as applicable); and (Bd) the date of Executivethe Employee’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement Disability shall be paid as otherwise provided herein. (iii) To determined by the extent applicable, Company in its sole discretion. Although this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement provided hereunder are intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree be exempt from or to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Treasury Regulations thereunder (Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as taxes pursuant to its compliance with Code Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. All or a portion of the severance pay and severance benefits provided under this Agreement is intended to be exempt from Code Section 409A and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Code Section 409A. In particular, the severance pay and benefits are intended to constitute a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4), a payment or benefit described in paragraphs (b)(9)(iv) and (v) of Treasury Regulation Section 1.409A-1, and/or severance pay due to involuntary separation from service under Treasury Regulation Section 1.409A-1(b)(9)(iii). If a provision of the Agreement would result in the imposition of an applicable tax under Code Section 409A, the parties agree that such provision shall be reformed to the extent permissible under Code Section 409A to avoid imposition of the applicable tax, with such reformation effected in a manner that has the most favorable tax result to Employee. Notwithstanding any provision in this Agreement to the contrary, if (a) Employee is a “specified employee,” as such term is defined in Code Section 409A and the regulations thereunder and (b) any payment due under this Agreement is subject to Code Section 409A and is required to be delayed under Code Section 409A because Employee is a specified employee, that payment shall be payable on the earlier of (i) the first business day that is six months after Employee’s Separation from Service, (ii) the date of Employee’s death, or (iii) the date that otherwise complies with the requirements of Code Section 409A. This Agreement is not intended to provide for any deferral Section shall be applied by accumulating all payments that otherwise would have been paid within six months of compensation subject to Employee’s Separation from Service and paying such accumulated amounts on the earliest business day which complies with the requirements of Code Section 409A 409A. For purposes of determining the Code, and, accordinglyidentity of specified employees, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, may establish procedures as determined it deems appropriate in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable409A. For purposes of Code Section 409A, each payment amount or benefit due under this Agreement shall will be interpreted in accordance with Code Section 409A considered a separate payment and Department Employee’s entitlement to a series of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments. With respect to any reimbursements that are subject to Code Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code409A, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (Ai) the date that is six (6)-months following Executive’s Separation from Serviceamount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (Bii) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall must be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable the calendar year following the taxable calendar year in which Executive the expense was incurred and (iii) the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.. [Signature Page Follows] COMPANY EMPLOYEE By: By: Name: Name: Title: Date Signed: Date Signed: Effective Date: Immediately before the effectiveness of the initial public offering of Common Stock. Employer/the Company: Cinco Resources, Inc. Employee Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Position and Title: Chief Financial Officer and Senior Vice President Reporting to: President Primary Work Location: Dallas, Texas Initial Term: Two years Expiration Date of Initial Term: Second anniversary of the Effective Date. Base Salary: $285,000.00 Weeks of Paid Time Off: 5 weeks

Code Section 409A. (i) This Agreement It is not intended to provide for any deferral the intent of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation to either meet an exception from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A ("Section 409A) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations any rulings and regulations promulgated thereunder (collectively, the "Code"), and any applicable transition reliefambiguities herein will be so interpreted and this Agreement will be so administered. References to a termination of employment in Section 6 and/or 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Section 409A(a)(2)(A)(i). If the Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) while preserving at the economic agreement time of the parties. To the extent that Executive's termination of employment, any provision in this Agreement is ambiguous as nonqualified deferred compensation subject to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive's "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive's separation from service or, if earlier, the date of Executive's death. Any such "nonqualified deferred compensation" shall not be subject to an “anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax” as defined in tax or interest penalty payable amount by the Executive on account of violation of Section 409A(a)(1)(B) 409A. Any payment by the Company of such amount shall include a "gross-up" payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the "gross-up" payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the Code. (iv) Any reimbursement violation of expenses or in-kind benefits payable under this Agreement Section 409A. Such payment shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(ivby the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and shall be paid on or before no later than the last day end of Executive’s 's taxable year next following the taxable year in which the Executive incurred submits the expensesrespective taxes to the taxing authority. The amount Executive agrees that the Company may amend this Agreement, with the consent of expenses reimbursed the Executive, as the Company determines is necessary or in-kind benefits payable advisable so that payments made pursuant to this Agreement will not result in one year shall additional taxation of the Executive pursuant to the provisions of Section 409A. The Executive agrees that he will not withhold his consent under this Section 20 if the proposed amendment does not materially adversely affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit's rights under this Agreement.

Code Section 409A. (i) This Payments made pursuant to this Agreement is not are intended to provide for any deferral be exempt from or otherwise comply with the provisions of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To to the extent applicable, . The Program and this Agreement shall be administered and interpreted in accordance a manner consistent with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) this intent. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent determines that the any payments or benefits under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without Non-Employee Director RSU Agreement (US) (2020) the Director’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Director shall not be deemed to have had a Termination unless the Director has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Director’s Termination shall instead be paid on the first business day after the date that is six months following the Director’s Termination (or upon the Director’s death, if earlier). For purposes of Code Section 409A, to the Code extent applicable, all payments provided hereunder shall be treated as a right to a series of separate payments and the delayed payment or distribution of all or any portion of such amounts each separately identified amount to which Executive the Director is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in treated as a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Codeseparate payment. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, Although this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement provided hereunder are intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, be exempt from or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Director (or any other individual claiming a benefit through the Director) for any tax, interest, or penalties the Director may owe as a result of compensation paid under this Agreement, and the Treasury Regulations thereunder (Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Director from the obligation to pay any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as taxes pursuant to its compliance with Code Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (i) This Notwithstanding anything herein to the contrary, this Agreement is not and the award of RSUs hereunder are intended to provide for comply with the requirements of Code Section 409A, and shall be interpreted and administered in accordance with such intent. Should any deferral provision of compensation this Agreement be found not to comply with, or otherwise not be exempt from, the provisions of Code Section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Executive, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. Each payment or distribution of Stock made under this Agreement shall be designated as a separate payment within the meaning of Code Section 409A. Any payment or distribution that is subject to Code Section 409A and payable upon the Executive’s termination of employment or other similar event shall not be made unless the Executive has experienced a "separation from service" as defined under Code Section 409A. Any payment subject to Section 409A that is to be made upon a "separation from service" to the Executive on any date when the Executive is a "specified employee" as defined under Code Section 409A shall not be paid before the date that is six (6) months following the Executive’s "separation from service" or, if earlier, the Executive’s death. Notwithstanding anything in this Agreement to the contrary, the Executive shall be solely responsible for the tax consequences of the CodeRSUs, and, accordingly, and in no event shall the severance payments payable Company have any responsibility or liability if any payment under Sections 5(c)(iithis Agreement is subject to and/or fails to comply with the requirements of Code Section 409A. The Company will settle and pay out any RSUs within two and one-half (2½) and 5(c)(iii) shall be paid no later than months following the later of: (A) the fifteenth (15th) day end of the third month following Executive’s first taxable year in which such severance benefit the Executive’s right to the RSUs is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) This Payments made pursuant to this Agreement is not are intended to provide for any deferral be exempt from or to otherwise comply with the provisions of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To to the extent applicable, . The Program and this Agreement shall be administered and interpreted in accordance a manner consistent with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) this intent. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent determines that the any payments or benefits under this Agreement are subject to Code Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend the Award to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a prohibited distribution under Section 409A(a)(2)(B)(i) of Termination unless the CodeEmployee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), then such portion deferred and amounts that would otherwise be payable pursuant to this Section 9(p)(iiAgreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid or distributed to Executive in a lump sum on the earlier of (A) first business day after the date that is six months following the Employee’s Termination (6)-months following Executiveor upon the Employee’s Separation from Servicedeath, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Codeif earlier). Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, Although this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement provided hereunder are intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree be exempt from or to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Treasury Regulations thereunder (Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as taxes pursuant to its compliance with Code Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (i) This The Parties intend that the benefits provided in this Agreement is not intended to provide qualify for any deferral of compensation subject to the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), and, accordingly, such as the severance payments payable exception for “short-term deferrals” under Sections 5(c)(iiTreas. Reg. Section 1.409A-1(b)(4) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 409A and any Treasury Regulations and other guidance issued thereunder1.409A-1(b)(9)(iii). To the extent applicableCode Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to mean Executive’s “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), and (ii) each payment made under this Agreement shall be interpreted in accordance with Code Section 409A treated as a separate payment and Department the right to a series of Treasury regulations installment payments under this ​ Agreement, including, without limitation, under Sections 4(c) and other interpretive guidance issued thereunder. (ii) If d), shall be treated as a right to a series of separate payments. In addition, if Executive is a “specified employee” (as defined in within the meaning of Code Section 409A of at the Code), as determined by the Company in accordance with Section 409A of the Code, on the date time of Executive’s Separation separation from Serviceservice, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that the payments or benefits would otherwise be payable under this Agreement are subject to Section 409A of during the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) six-month period immediately following Executive’s “separation from service” shall not be paid or distributed 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 (A) the date that is six (6)-months months following Executive’s Separation separation from Serviceservice. Notwithstanding the foregoing, (B) the date no provision of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that or construed to transfer any payments or benefits payable under this Agreement intended liability for failure to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, from Executive and or any other individual to the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements any of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the CodeAffiliates. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) This Payments made pursuant to this Agreement is not are intended to provide for any deferral be exempt from or otherwise comply with the provisions of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To to the extent applicable, . The Program and this Agreement shall be administered and interpreted in accordance a manner consistent with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) this intent. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent determines that the any payments or benefits under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the Code extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and the delayed payment or distribution of all or any portion of such amounts each separately identified amount to which Executive the Employee is entitled under this Agreement is required shall be treated as a separate payment; (b) except as otherwise provided in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i13(a) of the CodeProgram, then such portion deferred upon the lapse of Restrictions pursuant to Section 5 of this Section 9(p)(iiAgreement, any Units not previously settled on a Performance Share Award (2021) Delivery Date shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Servicesettled as soon as administratively possible after, (B) and effective as of, the date of Executivethe Change in Control or the date of the Employee’s death or Termination (Cas applicable); and (c) the earliest date term “as soon as administratively possible” means a period of time that is permitted under Section 409A of within 60 days after the CodeTermination or Change in Control (as applicable). Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, Although this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement provided hereunder are intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, be exempt from or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Treasury Regulations thereunder (Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as taxes pursuant to its compliance with Code Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (i) This Agreement It is not intended to provide for that any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments amounts payable under Sections 5(c)(ii) this Agreement and 5(c)(iii) the Bank’s and Directors’s exercise of authority or discretion hereunder shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance exempt from or comply with Section 409A of the Internal Revenue Code (the “Code, on ”) (including the date of Executive’s Separation from Service, Treasury regulations and other published guidance relating thereto) so as not to subject Director to the extent that the payments payment of any interest, penalties or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted additional tax imposed under Section 409A of the Code. Any remaining In furtherance of this intent, (a) if, due to the circumstances giving rise to any lump sum payment or payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended Agreement, the date of payment or the commencement of such payments thereof must be delayed for six months following Executive’s separation from service in order to comply with Sections 409A(a)(2), (3) and (4meet the requirements of Section 409A(a)(2)(B) of the Code do not comply with Section 409A 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 Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the partiessecond taxable year. To the extent that any provision Treasury regulations, guidance or changes to Section 409A would result in this Agreement is ambiguous as the Director becoming subject to its compliance with interest, penalties and additional tax under Section 409A of the Code, the provision Bank and Director agree to amend this Agreement in order to bring this Agreement into compliance with Code Section 409A. All other terms, conditions, agreements and provisions contained in the Original Agreement not specifically relating to those items explicitly modified or amended by this Amendment shall remain unchanged and shall continue in full force and effect. This Amendment shall, whenever possible, be read construed in such a manner that no payments payable under consistent with the Original Agreement; provided, however, in the event of any irreconcilable consistency between the terms of this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) Amendment and the terms of the CodeOriginal Agreement, the terms of this Amendment shall control. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. All or a portion of the severance pay and severance benefits provided under this Agreement is intended to be exempt from Code Section 409A and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Code Section 409A. In particular, the severance pay and benefits are intended to constitute a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4), a payment or benefit described in paragraphs (b)(9)(iv) and (v) of Treasury Regulation Section 1.409A-1, and/or severance pay due to involuntary separation from service under Treasury Regulation Section 1.409A-1(b)(9)(iii). If a provision of the Agreement would result in the imposition of an applicable tax under Code Section 409A, the parties agree that such provision shall be reformed to the extent permissible under Code Section 409A to avoid imposition of the applicable tax, with such reformation effected in a manner that has the most favorable tax result to Employee. Notwithstanding any provision in this Agreement to the contrary, if (a) Employee is a “specified employee,” as such term is defined in Code Section 409A and the regulations thereunder and (b) any payment due under this Agreement is subject to Code Section 409A and is required to be delayed under Code Section 409A because Employee is a specified employee, that payment shall be payable on the earlier of (i) the first business day that is six months after Employee’s Separation from Service, (ii) the date of Employee’s death, or (iii) the date that otherwise complies with the requirements of Code Section 409A. This Agreement is not intended to provide for any deferral Section shall be applied by accumulating all payments that otherwise would have been paid within six months of compensation subject to Employee’s Separation from Service and paying such accumulated amounts on the earliest business day which complies with the requirements of Code Section 409A 409A. For purposes of determining the Code, and, accordinglyidentity of specified employees, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, may establish procedures as determined it deems appropriate in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable409A. For purposes of Code Section 409A, each payment amount or benefit due under this Agreement shall will be interpreted in accordance with Code Section 409A considered a separate payment and Department Employee’s entitlement to a series of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments. With respect to any reimbursements that are subject to Code Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code409A, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (Ai) the date that is six (6)-months following Executive’s Separation from Serviceamount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (Bii) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall must be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable the calendar year following the taxable calendar year in which Executive the expense was incurred and (iii) the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.. [Signature Page Follows] COMPANY EMPLOYEE By: By: Name: Name: Title: Date Signed: Date Signed: Effective Date: Immediately before the effectiveness of the initial public offering of Common Stock. Employer/the Company: Cinco Resources, Inc. Employee Name: ▇▇▇ ▇▇▇▇▇ Position and Title: Chairman, President, and Chief Executive Officer Reporting to: Board Primary Work Location: Dallas, Texas Initial Term: Three years Expiration Date of Initial Term: Third anniversary of the Effective Date. Base Salary: $410,000.00 Weeks of Paid Time Off: 5 weeks

Code Section 409A. (i) This The parties intend that this Agreement is not intended to provide for any deferral of compensation subject and the payments and benefits provided hereunder, including, without limitation, those provided pursuant to Section 409A of the Code3.1 hereof, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation exempt from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the internal Revenue Code and of 1986, as amended (the Treasury Regulations thereunder (and any applicable transition relief“Code”) while preserving to the economic agreement of maximum extent possible, whether pursuant to the partiesshort-term deferral exception described in Treas. Reg. Section 1.409A-1(b)(4), the involuntaiy separation pay plan exception described in Treas. Reg. Section 1.409A-l(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement, the parties intend that this Agreement and any payments and benefits thereunder comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions; provided, however that in no event shall Employer or its agents, parents, subsidiaries, affiliates or successors be liable for any additional tax, interest or penalty that may be imposed on Employee pursuant to Code Section 409A or for any damages incurred by Employee as a result of this Agreement (or the payments or benefits hereunder) failing to comply with, or be exempt from, Code Section 409A. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary: (a) to the extent Code Section 409A is applicable to this Agreement, a termination of employment shall not be deemed to have occurred for purposes of any provision in of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is ambiguous also a “separation from service,” as defined in Treas. Reg. Section 1.409A-1(h), after giving effect to its compliance with the presumptions contained therein (and without regard to the optional alternative definitions available therein), and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment” and like terms shall mean separation from service; (b) if at the time Employee’s employment hereunder terminates, Employee is a “specified employee” within the meaning of Code Section 409A 409A, then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax or interest under Code Section 409A, amounts that would (but for this provision) be payable within six (6) months following the date of Employee’s termination of employment shall not be paid to Employee during such period, but shall instead be paid in a lump sum on the first business day of the Codeseventh (7th) month following the date on which Employee's employment terminates or, the provision shall be read in such a manner that no payments payable if earlier, upon Employee’s death; (c) each payment made under this Agreement shall be subject treated as a separate payment and the right to an “additional tax” as defined in Section 409A(a)(1)(B) a series of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable installment payments under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s treated as a right to reimbursement for a series of separate and distinct payments; and (d) nothing herein shall act to accelerate any payment to which Employee would otherwise be entitled if such amounts shall not be acceleration would subject Employee to liquidation an additional tax or exchange for any other benefit.penalty under Code Section 409A.

Code Section 409A. (i) This Agreement The Award is not intended to provide qualify for any deferral of compensation subject to the “short-term deferral” exemption from Section 409A of the Code, andand the provisions of this Agreement will be interpreted, accordingly, the severance payments payable under Sections 5(c)(ii) operated and 5(c)(iii) shall administered in a manner consistent with these intentions. The right to payment triggered by each installment vesting date or vesting event pursuant to Section 2 above is intended to be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject a right to a substantial risk separate payment for purposes of forfeitureSection 409A. The Company reserves the right, and (B) to the fifteenth (15th) day of the third month following first taxable year of extent the Company deems necessary or advisable in which such severance benefit is no longer subject its sole discretion, without your consent, to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To unilaterally amend or modify the extent applicable, Plan and/or this Agreement shall be interpreted in accordance to ensure that the RSUs qualify for exemption from or comply with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code); provided, as determined by however, that the Company in accordance makes no representations that the RSUs will be exempt from Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to these RSUs. The Company will have no liability to you or to any other party if the Award, the vesting of the Award, delivery of Shares upon settlement of the Award or any other event hereunder that is intended to be exempt from or compliant with Section 409A of the Code, is not so exempt or compliant, or for any action taken by the Company with respect thereto. This Appendix includes additional terms and conditions that govern the RSUs granted to you under the Plan if you are in one of the countries listed below on the date of Executive’s Separation from ServiceGrant Date. Unless otherwise defined in this Appendix, to capitalized terms used in this Appendix and defined in the extent that the payments Plan or benefits under this Agreement are subject to Section 409A of will have the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” same meaning as defined in Section 409A(a)(1)(B) of the CodePlan or Agreement, as applicable. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) This The parties intend that this Agreement is not intended to provide for any deferral of compensation subject and the payments and benefits provided hereunder, including, without limitation, those provided pursuant to Section 409A of the Code3.1 hereof, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation exempt from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Internal Revenue Code and of 1986, as amended (the Treasury Regulations thereunder (and any applicable transition relief“Code”) while preserving to the economic agreement of maximum extent possible, whether pursuant to the partiesshort-term deferral exception described in Treas. Reg. Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treas. Reg. Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement, the parties intend that this Agreement and any payments and benefits thereunder comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions; provided, however that in no event shall Employer or its agents, parents, subsidiaries, affiliates or successors be liable for any additional tax, interest or penalty that may be imposed on Employee pursuant to Code Section 409A or for any damages incurred by Employee as a result of this Agreement (or the payments or benefits hereunder) failing to comply with, or be exempt from, Code Section 409A. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary: (a) to the extent Code Section 409A is applicable to this Agreement, a termination of employment shall not be deemed to have occurred for purposes of any provision in of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is ambiguous also a “separation from service,” as defined in Treas. Reg. Section 1. 409A-I(h), after giving effect to its compliance with the presumptions contained therein (and without regard to the optional alternative definitions available therein), and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment” and like terms shall mean separation from service; (b) if at the time Employee’s employment hereunder terminates, Employee is a “specified employee” within the meaning of Code Section 409A 409A, then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax or interest under Code Section 409A, amounts that would (but for this provision) be payable within six (6) months following the date of Employee’s termination of employment shall not be paid to Employee during such period, but shall instead be paid in a lump sum on the first business day of the Codeseventh month following the date on which Employee’s employment terminates or, the provision shall be read in such a manner that no payments payable if earlier, upon Employee’s death; (c) each payment made under this Agreement shall be subject treated as a separate payment and the right to an “additional tax” as defined in Section 409A(a)(1)(B) a series of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable installment payments under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s treated as a right to reimbursement for a series of separate payments; and (d) nothing herein shall act to accelerate any payment to which Employee would otherwise be entitled if such amounts shall not be acceleration would subject Employee to liquidation an additional tax or exchange for any other benefit.penalty under Code Section 409A.

Code Section 409A. (i) This It is intended that any amounts payable under this Agreement is not intended to provide for any deferral of compensation subject to will be exempt from Section 409A of the CodeCode (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) under the “short-term deferral” exemption and this Agreement shall be interpreted accordingly; provided, andhowever, accordingly, that to the severance payments extent any amounts payable under Sections 5(c)(ii) and 5(c)(iii) shall this Agreement are determined to be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable409A, this Agreement shall be interpreted in accordance with accordingly. To the extent that any amount payable under this Agreement would trigger any additional tax, penalty or interest imposed by Code Section 409A 409A, this Agreement shall be modified to avoid such additional tax, penalty or interest yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. Notwithstanding anything in this Agreement to the contrary, to the extent necessary to avoid triggering additional tax, penalty or interest imposed by Code Section 409A, no event or condition shall constitute a Change in Control for purposes of this Agreement unless it also constitutes a “change in control event” described in Treasury Regulation Section 1.409A-3(i)(5) and Department the termination of Treasury regulations the Executive’s employment shall not be deemed to have occurred unless and other interpretive guidance issued thereunder. until a “separation from service” (iias that term is used in Code Section 409A) If occurs. To the extent necessary to avoid triggering additional tax, penalty or interest imposed by Code Section 409A, if the Executive is deemed on the date of a separation from service to be a “specified employee” (as defined in within the meaning of that term under Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A 409A(a)(2)(B) of the Code and determined using any identification methodology and procedure selected by the delayed Company from time to time, or, if none, the default methodology and procedure specified under Code Section 409A), then with regard to any payment or distribution that is determined to constitute nonqualified deferred compensation within the meaning of all or any portion of such amounts to which Executive Code Section 409A and is entitled under this Agreement is required in order to avoid paid as a prohibited distribution under Section 409A(a)(2)(B)(i) result of the CodeExecutive’s separation from service, then such portion deferred pursuant payment shall not be made or provided prior to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the date which is the earlier of (A) the date that is expiration of the six (6)-months following 6)-month period measured from the date of such “separation from service” of the Executive’s Separation from Service, and (B) the date of the Executive’s death or (C) the earliest date as is permitted under Section 409A “Delay Period”). Upon the expiration of the Code. Any remaining Delay Period, all payments due under delayed pursuant to the Agreement preceding sentence shall be paid as otherwise provided herein. (iii) To to the extent applicableExecutive in a lump sum, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no remaining payments payable and benefits due under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses paid or in-kind benefits payable under this Agreement shall be made provided in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible normal payment dates specified for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefitthem herein.

Code Section 409A. (i) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If The Executive and the Company determine intend that any payments or the Severance benefits payable provided under this Agreement intended will comply, in form and operation, with an exception to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with exclusion from the requirements of Section 409A of the Internal Revenue Code (the “Code”) and the Treasury Regulations regulations and other guidance thereunder (and any applicable transition reliefstate law of similar effect (collectively, “Code §409A”) while preserving the economic agreement of the parties. To the extent that any provision in and this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall will be read construed and administered in such a manner that no is consistent with and gives effect to such intention. All Severance payments payable upon a “termination of employment” under the Agreement will only be made upon a “separation from service” (as defined under Code §409A, without regard to any alternative definition thereunder, a “separation from service”). Each installment of the Severance benefits provided under this Section 3 is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i). The Severance benefits to be provided under this Section 3 are intended to be exempt from the requirements of Code §409A because such payment and benefits are short-term deferrals under Treas. Reg. §1.409A-1(b)(4) or provided under a separation pay plan within the meaning of Treas. Reg. §1.409A-1(b)(9). However, if such exemptions are not available and Executive is, upon separation from service, a “specified employee” for purposes of Code §409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Code §409A, the timing of the Severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after Executive’s separation from service, or (ii) Executive’s death. The parties acknowledge that the exemptions from application of Code §409A to severance benefits are fact specific, and any later amendment of this Agreement to alter the timing, amount or conditions that will trigger payment of Severance benefits may preclude the ability of Severance benefits provided under this Agreement to qualify for an exemption. It is intended that this Agreement shall comply with the requirements of Code §409A, and any ambiguity contained herein shall be subject interpreted in such manner so as to an “additional tax” as defined in Section 409A(a)(1)(B) avoid adverse personal tax consequences under Code §409A. Notwithstanding any provision of this Agreement to the Code. (iv) Any reimbursement of expenses contrary, if the Company determines that any compensation or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not may be subject to liquidation Code §409A, the Company shall work in good faith with the Executive to adopt such amendments to this Agreement or exchange for adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other benefitactions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Code §409A, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Code §409A, and/or (ii) comply with the requirements of Section 409A; provided, however, that this Section 3(f) shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so.

Code Section 409A. (i) This The Parties intend that the benefits provided in this Agreement is not intended to provide qualify for any deferral of compensation subject to the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), and, accordingly, such as the severance payments payable exception for “short-term deferrals” under Sections 5(c)(iiTreas. Reg. Section 1.409A-1(b)(4) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code exception for “involuntary” separation pay plans under T▇▇▇▇. Reg. Section 409A and any Treasury Regulations and other guidance issued thereunder1.409A-1(b)(9)(iii). To the extent applicableCode Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to mean Executive’s “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), and (ii) each payment made under this Agreement shall be interpreted in accordance with Code Section 409A treated as a separate payment and Department the right to a series of Treasury regulations installment payments under this Agreement, including, without limitation, under Sections 4(c) and other interpretive guidance issued thereunder. (ii) If d), shall be treated as a right to a series of separate payments. In addition, if Executive is a “specified employee” (as defined in within the meaning of Code Section 409A of at the Code), as determined by the Company in accordance with Section 409A of the Code, on the date time of Executive’s Separation separation from Serviceservice, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that the payments or benefits would otherwise be payable under this Agreement are subject to Section 409A of during the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) six-month period immediately following Executive’s “separation from service” shall not be paid or distributed 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 (A) the date that is six (6)-months months following Executive’s Separation separation from Serviceservice. Notwithstanding the foregoing, (B) the date no provision of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that or construed to transfer any payments or benefits payable under this Agreement intended liability for failure to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, from Executive and or any other individual to the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements any of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the CodeAffiliates. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (ia) This The parties intend that this Agreement is not intended and the benefits provided hereunder be interpreted and construed to provide for any deferral of compensation subject be exempt from or to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance otherwise comply with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To to the extent applicableapplicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in accordance connection therewith. Although the Company intends to administer this Agreement so that it will be exempt from or otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will be exempt form or otherwise comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its affiliates, nor their respective directors, officers, employees or advisers 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 or benefits paid under this Agreement, and Department of Treasury regulations the Company and other interpretive guidance issued thereunderits affiliates shall have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A or otherwise. (iib) If Notwithstanding any provision of this Agreement to the contrary, in the event that any payment to the Executive or any benefit hereunder is made upon, or as a result of the Executive’s termination of employment, and the Executive is a “specified employee” (as that term is defined in under Code Section 409A of 409A) at the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, time Executive becomes entitled to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed any such payment or distribution of all benefit, and provided further that such payment or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under benefit does not otherwise qualify for an applicable exemption from Code Section 409A(a)(2)(B)(i) of the Code409A, then no such portion deferred pursuant to this Section 9(p)(ii) payment or benefit shall be paid or distributed commenced to be paid to the Executive under this Agreement until the date that is the earlier to occur of (i) the Executive’s death, or (ii) six (6) months and one (1) day following his termination of employment (the “Delay Period”). Any payments which the Executive would otherwise have received during the Delay Period shall be payable to the Executive in a lump sum on the earlier of (A) the date that is six (6)-months 6) months and one (1) day following Executive’s the effective date of the termination. For purposes of this Agreement, the terms “terminate,” “termination,” “termination of employment,” and variations thereof as used in this Agreement, are intended to mean a termination of employment that constitutes a “Separation from Service, (B) the date ” as such term is defined under Code Section 409A. Each payment of Executive’s death or (C) the earliest date as is permitted severance under Section 409A 3(f) will be treated as a separate payment for purposes of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein.Code Section 409A. (iiic) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and Any reimbursements by the Company determine that to the Executive of any payments or benefits payable eligible expenses under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, other than reimbursements that would otherwise be exempt from income or take such other actions as Executive and the Company deem reasonably necessary or appropriateapplication of Code Section 409A, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief“Reimbursements”) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall will be made promptly and, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid any event, on or before the last day of the Executive’s taxable year following the his taxable year in which Executive incurred the expensesexpense was incurred. The amount of any Reimbursements, and the value of any in-kind benefits to be provided to the Executive under this Agreement, other than in-kind benefits that would otherwise be exempt from income or the application of Code Section 409A, during any of the Executive’s taxable years will not affect the expenses reimbursed eligible for reimbursement, or in-kind benefits payable to be provided, in one year shall not affect the amount eligible for reimbursement any other of his taxable years. The right to Reimbursements, or in-kind benefits payable in any other taxable year of Executive’sbenefits, and Executive’s right to reimbursement for such amounts shall will not be subject to liquidation or exchange for any other another benefit. Any of the Executive’s eligible gross-up amount required under this Agreement will be paid to the Executive no later than at the end of the Executive’s taxable year following the Executive’s taxable year in which the related taxes are remitted by the Executive to the relevant taxing authority.

Code Section 409A. (i) This Payments made pursuant to this Agreement is not are intended to provide for be exempt from or otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any deferral of compensation payments under this Agreement are subject to Code Section 409A of the Code, and, accordinglyand this Agreement fails to comply with that section’s requirements, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than Company may, at the later of: (A) the fifteenth (15th) day of the third month following ExecutiveCompany’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeituresole discretion, and (B) without the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject Employee’s consent, amend this Agreement to substantial risk of forfeiture, as determined in accordance cause it to comply with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. or otherwise be exempt from Code Section 409A. To the extent applicable, this Agreement shall be interpreted in accordance with required to avoid accelerated taxation and/or tax penalties under Code Section 409A 409A, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive if the Employee is a “specified employee” under Code Section 409A at the time of the Employee’s separation from service, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (b) except as otherwise provided in Section 13(a) of the Program or Section 5 of this Agreement, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as defined in Section 409A applicable); (c) the date of the Code), as Employee’s Disability shall be determined by the Company in accordance with Section 409A its sole discretion; and (d) notwithstanding any provision of the Code, on the date of Executive’s Separation from Service, Program or this Agreement to the extent that the payments or benefits under this Agreement are subject to Section 409A contrary, it will not be a violation of the Code and the delayed payment Program or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary Employee will have no right to damages, if the Units are settled during any period permitted by Code Section 409A. Although this Agreement and the payments provided hereunder are intended to be exempt from or appropriate, to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Treasury Regulations thereunder (Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as taxes pursuant to its compliance with Code Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (ia) This The provisions of this Agreement is not will be administered, interpreted and construed in a manner intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance comply with Section 409A of the CodeCode of 1986, on as amended (“Section 409A”), the date of Executive’s Separation from Service, regulations issued thereunder or any exception thereto (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). If the Company determines in good faith that the payments or benefits any amounts to be paid to Employee under this Agreement are subject to Section 409A, then the Company may, to the extent necessary, adjust the form and/or the timing of such payments as determined to be necessary or advisable to be in compliance with Section 409A. If any payment must be delayed to comply with Section 409A, then the deferred payment will be paid at the earliest practicable date permitted by Section 409A. Notwithstanding any provision of this agreement to the contrary, Employee acknowledges and agrees that the Company shall not be liable for, and nothing provided or contained in this agreement will be construed to obligate or cause the Company to be liable for, any tax, interest penalties imposed on Employee related to or arising with respect to any violation of Section 409A. (b) For purposes of Section 409A, each severance payment, including each individual installment payment, shall be treated as a separate payment. Each payment is intended to be excepted from Section 409A to the maximum extent provided under Section 409A as follows: (i) each payment that is scheduled to be made following the termination of Employee’s employment and within the applicable 2 1/2 month period specified in Treas. Reg. § l.409A-l(b)(4) is intended to be excepted under the short-term deferral exception as specified in Treas. Reg. § l.409A-1 (b)(4); and (ii) to the extent possible, payments are made as a result of an involuntary separation, each payment that is not otherwise excepted under the short-tem1 deferral exception is intended to be excepted under the involuntary separation pay exception as specified in Treas. Reg. § l.409A-l(b)(9)(iii). Employee shall have no right to designate the date of any payment hereunder. (c) For purposes of this Agreement, Employee will be considered to have experienced a termination of employment only if Employee has separated from service with the Company and all of its controlled group members within the meaning of Section 409A. For purposes hereof, the determination of controlled group members shall be made pursuant to the provisions of Section 41 4(b) and 414(c) of the Code; provided that the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Section l563(a)(l), (2) and (3) of the Code and Treas. Reg.§ l.414(c)-2. Whether Employee has separated from service will be determined based on all of the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required facts and circumstances and in order to avoid a prohibited distribution accordance with the guidance issued under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein.409A. (iiid) To the extent applicableEmployee is entitled to taxable reimbursements, this Agreement such reimbursements shall be interpreted made only in accordance with the applicable exemptions from Section 409A of following conditions: the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement reimbursements shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of ExecutiveEmployee’s taxable year following the taxable year in which Executive incurred the expenses. The expense was incurred; the amount of expenses reimbursed or in-kind benefits payable reimbursements in one taxable year shall will not affect the amount eligible for of reimbursement or in-kind benefits payable available in any other another taxable year of Executive’s, year; and Executive’s the right to reimbursement for such amounts reimbursements shall not be subject to liquidation or exchange for any other another benefit. To the extent the Company provides taxable fringe benefits to Employee, the Company shall annually impute the value of such benefits to Employee.

Code Section 409A. (i) This All amounts payable under this Agreement is not are intended to provide for any deferral of compensation subject to comply with the "short term deferral" exception from Section 409A of the CodeInternal Revenue Code ("Section 409A") specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision) or the "separation pay plan" exception specified in Treas. Reg. § 1.409A-1(b)(9) (or any successor provision), andor both of them, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than interpreted in a manner consistent with the later of: (A) applicable exceptions. Notwithstanding the fifteenth (15th) day of foregoing, to the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined extent that any amounts payable in accordance with Code this Agreement are subject to Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable409A, this Agreement shall be interpreted and administered in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is such a “specified employee” (way as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A to the maximum extent possible. Each installment payment of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying Section 409A. If payment of any amount subject to an “additional tax” Section 409A is triggered by a separation from service that occurs while you are a "specified employee" (as defined in by Section 409A(a)(1)(B409A) with, and if such amount is scheduled to be paid within six (6) months after such separation from service, the amount shall accrue without interest and shall be paid the first business day after the end of such six-month period, or, if earlier, within 15 days after the appointment of the Code. (iv) Any reimbursement personal representative or executor of expenses the your estate following the your death. "Termination of employment," "resignation “or in-kind benefits payable under words of similar import, as used in this Agreement shall mean, with respect to any payments subject to Section 409A, your "separation from service" as defined by Section 409A. If any payment subject to Section 409A is contingent on the delivery of a release by you and could occur in either of two years, the payment will occur in the later year. Nothing in this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and construed as a guarantee of any particular tax treatment to you. You shall be paid on or before solely responsible for the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits tax consequences with respect to all amounts payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’sunder this Agreement, and Executive’s right to reimbursement for such amounts in no event shall the Company have any responsibility or liability if this Agreement does not be subject to liquidation or exchange for meet any other benefit.applicable requirements of Code section 409A.

Code Section 409A. (i) This Agreement For purposes of United States taxpayers, it is not intended to provide for any deferral of compensation subject to Section 409A that the terms of the Code, and, accordingly, PRSUs will comply with the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day provisions of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed Treasury Regulations relating thereto so as not to subject the Associate to the payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted additional taxes and interest under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, and this Agreement shall will be interpreted interpreted, operated and administered in accordance a manner that is consistent with this intent. In furtherance of this intent, the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under Committee may adopt such amendments to this Agreement intended to comply or adopt other policies and procedures (including amendments, policies and procedures with Sections 409A(a)(2retroactive effect), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such any other actions as Executive and actions, in each case, without the Company deem reasonably consent of the Associate, that the Committee determines are reasonable, necessary or appropriate, appropriate to comply with the requirements of Section 409A of the Code and related United States Department of Treasury guidance. In that light, the Treasury Regulations thereunder (Company, its Subsidiaries and any applicable transition relief) while preserving Designated Associate Companies make no representation or covenant to ensure that the economic agreement PRSUs that are intended to be exempt from, or compliant with, Section 409A of the partiesCode are not so exempt or compliant or for any action taken by the Committee with respect thereto. To Nothing in the extent that Agreement shall provide a basis for any provision in this Agreement is ambiguous as person to take action against the Company, its compliance with Subsidiaries or its Designated Associate Companies based on matters covered by Section 409A of the Code, including the provision tax treatment of any Shares or other payments made under the PRSUs granted hereunder, and the Company, its Subsidiaries and any Designated Associate Companies shall be read in such a manner that no payments not under any circumstances have any liability to the Associate or his estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement shall be subject to an “additional tax” as defined in Agreement, including taxes, penalties or interest imposed under Section 409A(a)(1)(B) 409A of the Code. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ PUBLIC LIMITED COMPANY By: Name: Title: Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement or the Plan. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) This It is intended that this Agreement is not intended to provide for any deferral shall comply with the provisions of compensation subject to Section section 409A of the CodeInternal Revenue Code of 1986, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeitureas amended, and the Treasury regulations relating thereto (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with “Code Section 409A 409A”), or an exemption to Code Section 409A. Payments, rights and any Treasury Regulations benefits may only be made, satisfied or provided under this Agreement upon an event and other guidance issued thereunder. To in a manner permitted by Code Section 409A, to the extent applicable, so as not to subject the Executive to the payment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted interpreted, operated and administered in accordance a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A and Department would result in the Executive being subject to payment of Treasury regulations and other interpretive guidance issued thereunder. (ii) If additional income taxes or interest under Code Section 409A, the parties agree, to the extent possible, to amend this Agreement to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or interest under Code Section 409A. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” as defined under Code Section 409A. Notwithstanding any provision of this Agreement to the contrary, if, as of the date of the Executive's separation from service, the Executive is a “specified employee” (as defined in under Code Section 409A 409A, then, except to the extent that this Agreement does not provide for a “deferral of compensation” within the Code), as determined by the Company in accordance with meaning of Code Section 409A of the Code, no payments shall be made and no benefits shall be provided to the Executive during the period beginning on the date of the Executive’s Separation 's separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code service and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum ending on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of the sixth month after such date. In no event may the Executive’s taxable year following , directly or indirectly, designate the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable calendar year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefitpayment under this Agreement.

Code Section 409A. (i) This The intent of the parties is that payments and benefits under this Agreement is not intended to provide for any deferral of compensation subject to comply with Section 409A of the CodeInternal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Section 409A”) and, accordingly, to the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the maximum extent applicablepermitted, this Agreement shall be interpreted to be in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the partiescompliance therewith. To the extent that any provision hereof is modified in order to comply with Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to you and the Employer of the applicable provision without violating the provisions of Section 409A. In no event whatsoever shall the Employer or any recipient of your services be liable for any additional tax, interest or penalty that may be imposed on you by Section 409A or damages for failing to comply with Section 409A. Any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of Section 409A shall commence to be paid or provided to you sixty (60) days following a “separation from service” as defined in Treas. Reg. § 1.409A-1(h), unless earlier commencement is otherwise permitted by Section 409A, provided that you execute within forty-five (45) days following “separation from service” a general release of claims in a form and substance satisfactory to the Employer and its legal counsel. Each payment made under this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such deemed to be a manner that no payments separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to an Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-l(b)(4) (“additional taxshort-term deferrals”) and (b)(9) (“separation pay plans,” as defined including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6. Notwithstanding anything in this Agreement to the contrary, the following special rule shall apply, if and to the extent required by Section 409A(a)(1)(B409A, in the event that (a) you deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), (b) amounts or benefits under this Agreement or any other program, plan or arrangement of the Code. Employer or a controlled group affiliate thereof are due or payable on account of “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h) and (ivC) Any reimbursement you are employed by a public company or a controlled group affiliate thereof: no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to you prior to the date that is six (6) months after the date of expenses separation from service or, if earlier, the tenth day following the date of your death following such separation from service (or such later date as is required for administrative practicability and permitted under Section 409A); following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(ivbenefits) and shall be paid on or before provided to you only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of Executive’s taxable the second calendar year following the taxable calendar year in which Executive incurred your “separation from service” occurs; and provided further that such expenses are reimbursed no later than the expenseslast day of the third calendar year following the calendar year in which your “separation from service” occurs. The amount To the extent any indemnification payment, expense reimbursement or the provision of expenses reimbursed or any in-kind benefits payable benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement or the provision of any in-kind benefit in one calendar year shall not affect the amount eligible for reimbursement indemnification payment or provision of in-kind benefits payable or expenses eligible for reimbursement in any other taxable calendar year of Executive’s(except for any lifetime or other aggregate limitation applicable to medical expenses), and Executive’s in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement for such amounts shall not or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Notwithstanding any other benefitprovision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. In order to accept the terms of this Agreement, you must deliver a signed copy of this Agreement to the undersigned by _______________, 2024. We hope your employment with the Employer will prove mutually rewarding, and we look forward to having you join us. If you have any questions, please feel free to call or email us. Sincerely, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Group CEO of Informa Plc For and on behalf of Informa Support Services, Inc. AGREED AND ACCEPTED: ▇▇▇▇ ▇▇▇▇▇▇ Signed: _________________ Date: _________________ FORM OF RELEASE AGREEMENT1 ▇▇▇▇ ▇▇▇▇▇▇ (“you”) and Informa Support Services, Inc. (“Company”) (collectively, “the parties”) have agreed to enter into this Release of Claims Agreement (“Agreement”) on the following terms: You acknowledge that your employment with the Company terminated effective ________, 20__ (the “Termination Date”). You further acknowledge that, regardless of signing this Agreement, you have received (i) your final paycheck, which includes your final salary or wages and pay for the prorated amount of any accrued but unused vacation days (in accordance with the Company’s policy, as reflected in the Company’s Employee Handbook) through your last day of service, less withholdings; and (ii) reimbursement of all reasonable business expenses incurred by you during your employment. The parties acknowledge that except as provided for in the Employment Letter Agreement, all benefits and perquisites of employment cease as of your last day of employment with the Company. Further, if you (i) duly execute this Agreement and return this Agreement to the Company within sixty (60) days following the Termination Date (or such shorter period as the Company may provide at the time), (ii) do not revoke the Agreement as permitted below, (iii) remain at all times in continued compliance with this Agreement, and (iv) you reaffirm your commitment to abide by the restrictions contained in the Confidentiality and Restrictive Covenant Agreement, attached hereto as Exhibit 1, and have not and do not breach those restrictions, then the Company will provide you or your estate or beneficiaries with the severance benefits set forth in Section 18 of the Employment Letter Agreement (together, the “Severance Benefits”), as applicable at this time. For the avoidance of doubt, in the event that you materially and willfully breach this Agreement, you will no longer be entitled to, and the Company will no longer be obligated to provide (or continue to provide), the Severance Benefits. You understand and agree that you are not entitled to any compensation, benefits, remuneration, accruals, contributions, reimbursements, bonus, option grant, vesting, or vacation or other payments from the Company other than those expressly set forth in this Agreement, and that any and all payments and benefits you may receive under this Agreement are subject to all applicable taxes and withholdings. You acknowledge and agree that your reaffirmation and commitment to abide by the Confidentiality and Restrictive Covenant Agreement attached hereto, which is incorporated into this Agreement by reference as if agreed to by you as of the Effective Date (defined below), is agreed to in connection with your separation from the Company and, therefore, not governed by the Massachusetts Noncompetition Agreement Act (MGL c.149, § 24L). In the event that a court of competent jurisdiction determines that the covenants in the Confidentiality and Restrictive Covenant Agreement are covered by the Massachusetts Noncompetition Agreement Act, you agree that your receipt of the Severance Benefits is mutually agreed upon consideration and stipulate not to challenge the sufficiency of the agreed-upon consideration supporting the Confidentiality and Restrictive Covenant Agreement. In exchange for the Severance Benefits, which you acknowledge exceed any amounts to which you otherwise may be entitled under the Company’s policies and practices or applicable law, you and your representatives completely release from, and agree to not file, cause to be filed or pursue against, the Company or its affiliated, related, parent or subsidiary companies, and its present and former directors, officers, and employees (the “Released Parties”) all claims, complaints, grievances, causes of action, or charges of any kind, known and unknown, asserted or unasserted (“Claims”), which you may now have or have ever had against any of them (“Released Claims”). Released Claims include, but are not limited to: • all Claims arising from your employment with the Released Parties or the termination of that employment, including Claims for wrongful termination or retaliation; 1 Note to Exhibit: The Release may be revised by the Company to the extent that revisions are necessary for changes in law and business circumstances to provide for a full release. • all Claims related to your compensation or benefits from the Released Parties, including salary, wages, bonuses, commissions, incentive compensation, profit sharing, retirement benefits, paid time off, vacation, sick leave, leaves of absence, expense reimbursements, equity, severance pay, and fringe benefits; • all Claims for breach of contract, breach of quasi-contract, promissory estoppel, detrimental reliance, and breach of the implied covenant of good faith and fair dealing; • all tort Claims, including Claims for fraud, defamation, slander, libel, negligent or intentional infliction of emotional distress, personal injury, negligence, compensatory or punitive damages, negligent or intentional misrepresentation, and discharge in violation of public policy; • all federal, state, and local statutory Claims, including Claims for discrimination, harassment, retaliation, attorneys’ fees, medical expenses, experts’ fees, costs and disbursements; and • any other Claims of any kind whatsoever, from the beginning of time until the Effective Date, in each case whether based on contract, tort, statute, local ordinance, regulation or any comparable law in any jurisdiction. By way of example and not in limitation, Released Claims include any Claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Civil Rights Act of 1991; the Civil Rights Acts of 1866 and/or 1871, 42 U.S.C. Section 1981; the Americans with Disabilities Act, 42 U.S.C. 12101 et seq.; the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621 et seq.; the Family Medical Leave Act, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq.; the federal Worker Adjustment and Retraining Notification Act (“WARN Act”), 29 U.S.C. § 2102 et seq; the Delaware Discrimination in Employment Act, Del. Code ▇▇▇. tit. 19, §§ 710 to 719A; the Delaware Whistleblowers’ Protection Act, Del. Code ▇▇▇. Tit. 19 §§ 1701 to 1708; the Delaware Wage Payment and Collection Act, Del. Code ▇▇▇. tit. 19, §§ 1101 to 1115; the Delaware Fair Employment Practices Act, Del. Code ▇▇▇. tit. 19, §§ 701 to 709A; the Delaware social media law, Del. Code ▇▇▇. Tit. 19 § 709A; the Massachusetts Fair Employment Practices Law, Mass. Gen. Laws ch. 151B; the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, § 11; the Massachusetts Equal Rights Act, Mass. Gen. Laws ch. 93; the Massachusetts Small Necessities Act, Mass. Gen. Laws ch. 149 § 52D; the Massachusetts Privacy Statute, Mass. Gen. Laws ch. 214, § 1B and C; the Massachusetts Equal Pay Act, Mass. Gen. Laws ch. 149 § 105A-C; the Massachusetts Parental Leave Act, Mass. Gen. Laws ch. 149, § 105D; the Massachusetts AIDS Testing Act, Mass. Gen. Laws ch. 111 § 70F; the Massachusetts Consumer Protection Act, Mass. Gen. Laws ch. 93A; the Massachusetts Equal Rights for the Elderly and Disabled Law, Mass. Gen. Laws ch. 93 § 103; the Massachusetts Anti-Sexual Harassment Statute, Mass. Gen. Laws ch. 151B, § 3A; the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, §§ 148 et seq. (Massachusetts law regarding payment of wages and overtime), including any rights or claims thereunder to unpaid wages, including overtime, bonuses, commissions, and accrued, unused vacation time; the Massachusetts Wage and Hour Laws, Mass. Gen. Laws ch. 151 § 1A et seq.; the Massachusetts age discrimination law, Mass. Gen. Laws ch. 149, § 24A et seq.; or any comparable law in any other jurisdiction. The Parties intend for this release to be enforced to the fullest extent permitted by law. YOU UNDERSTAND AND AGREE THAT THIS AGREEMENT CONTAINS A GENERAL RELEASE OF ALL CLAIMS. You agree that the consideration you are receiving in exchange for your general release of claims shall be offset against any state or federal WARN Act (or other) notice or pay in lieu of notice obligation, if any, that the Company may be found to have in the future. You represent that you have not initiated, filed, or caused to be filed and agree not to initiate, file or cause to be filed any Released Claims against any Released Parties with respect to any aspect of your employment by or termination from employment with the Company or with respect to any other Released Claim. You expressly covenant and warrant that you have not assigned or transferred to any person or entity any portion of any Released Claims that are waived, released and/or discharged herein. If you nonetheless file, cause to be filed, or pursue any Released Claims against one or more Released Party, you will pay to each such Released Party any costs or expenses (including attorneys’ fees and court costs) incurred by such Released Party in connection with such action, claim or suit. In this paragraph, we provide you with specific information required under the ADEA. You acknowledge that you have received and reviewed any and all information required, if any, by the ADEA/Older Workers Benefit Protection Act pertaining to your termination from the Company. You agree that your release of claims in this Agreement includes a knowing and voluntary waiver of any rights you may have under the ADEA. You acknowledge that you have been given an opportunity to consider for forty-five (45) days the terms of this Agreement, although you may sign beforehand, and that you are advised by the Company to consult with an attorney. You further understand that you can revoke your waiver of ADEA claims within seven (7) days of signing this Agreement, but that you will not be eligible for any Severance Benefits if you revoke your waiver. Revocation must be made by delivering a written notice of revocation to the Group CEO, Informa Plc. You acknowledge and agree that for the revocation to be effective, the written notice must be received no later than the close of business (5:00 p.m. Boston local time) on the seventh (7th) day after you sign this Agreement. This Agreement will become effective and enforceable on the eighth (8th) day following your execution of this Agreement (the “Effective Date”), provided you have not exercised your right, as described herein, to revoke this Agreement. You further agree that any change to this Agreement, whether material or immaterial, will not restart the forty-five (45) day review period. Notwithstanding the foregoing, the parties acknowledge and agree that you are not waiving or being required to waive (1) any right that cannot be waived as

Code Section 409A. (i) This The parties intend that this Agreement is not intended to provide for any deferral of compensation subject and the payments and benefits provided hereunder, including, without limitation, those provided pursuant to Section 409A of the Code3.1 hereof, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation exempt from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Internal Revenue Code and of 1986, as amended (the Treasury Regulations thereunder (and any applicable transition relief“Code”) while preserving to the economic agreement of maximum extent possible, whether pursuant to the partiesshort-term deferral exception described in Treas. Reg. Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treas. Reg. Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement, the parties intend that this Agreement and any payments and benefits thereunder comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions; provided, however that in no event shall Employer or its agents, parents, subsidiaries, affiliates or successors be liable for any additional tax, interest or penalty that may be imposed on Employee pursuant to Code Section 409A or for any damages incurred by Employee as a result of this Agreement (or the payments or benefits hereunder) failing to comply with, or be exempt from, Code Section 409A. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary: (a) to the extent Code Section 409A is applicable to this Agreement, a termination of employment shall not be deemed to have occurred for purposes of any provision in of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is ambiguous also a “separation from service,” as defined in Treas. Reg. Section 1.409A-1(h), after giving effect to its compliance with the presumptions contained therein (and without regard to the optional alternative definitions available therein), and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment” and like terms shall mean separation from service; (b) if at the time Employee’s employment hereunder terminates, Employee is a “specified employee” within the meaning of Code Section 409A 409A, then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax or interest under Code Section 409A, amounts that would (but for this provision) be payable within six (6) months following the date of Employee’s termination of employment shall not be paid to Employee during such period, but shall instead be paid in a lump sum on the first business day of the Codeseventh month following the date on which Employee's employment terminates or, the provision shall be read in such a manner that no payments payable if earlier, upon Employee’s death; (c) each payment made under this Agreement shall be subject treated as a separate payment and the right to an “additional tax” as defined in Section 409A(a)(1)(B) a series of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable installment payments under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s treated as a right to reimbursement for a series of separate payments; and (d) nothing herein shall act to accelerate any payment to which Employee would otherwise be entitled if such amounts shall not be acceleration would subject Employee to liquidation an additional tax or exchange for any other benefit.penalty under Code Section 409A.

Code Section 409A. (i) This Agreement is not intended to provide for any deferral be interpreted and applied so that the payment of compensation subject to the benefits set forth herein shall be exempt from the requirements of Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day Internal Revenue Code of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture1986, as determined in accordance with Code Section 409A amended and any Treasury Regulations the regulations and other guidance issued thereunder. To thereunder and any state law of similar effect (collectively “Section 409A”) to the maximum extent applicable, this Agreement that such exemption if available and any ambiguities shall be interpreted in accordance accordingly; provided, however, that to the extent such exemption is not available, such benefits shall comply with Code the requirements of Section 409A to the extent necessary to avoid adverse personal tax consequences and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If any ambiguities herein shall be interpreted accordingly. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if Executive is a “specified employee” (as defined in within the meaning of Section 409A of the Code)409A, as determined by the Company in accordance with Section 409A of the Code, on the date any payments or benefits due upon a termination of Executive’s Separation from Service, to employment under any arrangement that constitutes a “deferral of compensation” within the extent that the payments or benefits under this Agreement are subject to meaning of Section 409A of and which do not otherwise qualify under the Code exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled permitted payments under this Agreement is required in order to avoid a prohibited distribution under Treas. Regs. Section 409A(a)(2)(B)(i) of the Code1.409A-1(b)(9)(iii)(A)), then such portion deferred pursuant to this Section 9(p)(ii) shall be delayed and paid or distributed to Executive in a lump sum provided on the earlier of (Ai) the date that which is six (6)-months following 6) months and one (1) day after Executive’s “separation from service”, as such term is defined in Treasury Regulations Section 1.409A-1(h) (“Separation from Service”) for any reason other than death, and (Bii) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Codedeath. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted Notwithstanding anything in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and elsewhere to the Company deem reasonably necessary or appropriatecontrary, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day distributions upon termination of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and employment may only be made upon Executive’s right to reimbursement Separation from Service and such date shall be the termination date for purposes of receiving severance benefits under this Agreement, unless such amounts shall not may be subject provided to liquidation or exchange for any other benefit.Executive without causing adverse tax consequences. Each payment

Code Section 409A. (i) This Payments made pursuant to this Agreement is not are intended to provide for any deferral be exempt from or otherwise comply with the provisions of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To to the extent applicable, . The Program and this Agreement shall be administered and interpreted in accordance a manner consistent with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) this intent. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent determines that the any payments or benefits under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the Code extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and the delayed payment or distribution of all or any portion of such amounts each separately identified amount to which Executive the Employee is entitled under this Agreement is required shall be treated as a separate payment; (b) except as otherwise provided in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i13(a) of the CodeProgram, then such portion deferred upon the lapse of Restrictions pursuant to Section 5 of this Section 9(p)(ii) Agreement, any Units not previously settled on a Delivery Date shall be paid settled as soon as administratively possible after, and effective as of, the date of the Change in Control or distributed to Executive in a lump sum on the earlier date of the Employee’s Termination (Aas applicable); (c) the date term “as soon as administratively possible” means a period of time that is six within 60 days after the Termination, Disability or Change in Control (6)-months following Executive’s Separation from Service, as applicable); and (Bd) the date of Executivethe Employee’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement Disability shall be paid as otherwise provided herein. (iii) To determined by the extent applicable, Company in its sole discretion. Although this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement provided hereunder are intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, be exempt from or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Treasury Regulations thereunder (Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as taxes pursuant to its compliance with Code Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (i) This The parties intend that this Agreement is not intended to provide for any deferral of compensation subject and the payments and benefits provided hereunder, including, without limitation, those provided pursuant to Section 409A of the Code3.1 hereof, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation exempt from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Internal Revenue Code and of 1986, as amended (the Treasury Regulations thereunder (and any applicable transition relief“Code”) while preserving to the economic agreement of maximum extent possible, whether pursuant to the partiesshort-term deferral exception described in Treas. Reg. Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treas. Reg. Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement, the parties intend that this Agreement and any payments and benefits thereunder comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions; provided, however, that in no event shall Employer or its agents, parents, subsidiaries, affiliates or successors be liable for any additional tax, interest or penalty that may be imposed on Employee pursuant to Code Section 409A or for any damages incurred by Employee as a result of this Agreement (or the payments or benefits hereunder) failing to comply with, or be exempt from, Code Section 409A. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary: (a) to the extent Code Section 409A is applicable to this Agreement, a termination of employment shall not be deemed to have occurred for purposes of any provision in of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is ambiguous also a “separation from service,” as defined in Treas. Reg. Section 1.409A-1(h), after giving effect to its compliance with the presumptions contained therein (and without regard to the optional alternative definitions available therein), and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment” and like terms shall mean separation from service; (b) if at the time Employee’s employment hereunder terminates, Employee is a “specified employee” within the meaning of Code Section 409A 409A, then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax or interest under Code Section 409A, amounts that would (but for this provision) be payable within six (6) months following the date of Employee’s termination of employment shall not be paid to Employee during such period, but shall instead be paid in a lump sum on the first business day of the Codeseventh (7th) month following the date on which Employee’s employment terminates or, the provision shall be read in such a manner that no payments payable if earlier, upon Employee’s death; (c) each payment made under this Agreement shall be subject treated as a separate payment and the right to an “additional tax” as defined in Section 409A(a)(1)(B) a series of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable installment payments under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s treated as a right to reimbursement for a series of separate and distinct payments; and (d) nothing herein shall act to accelerate any payment to which Employee would otherwise be entitled if such amounts shall not be acceleration would subject Employee to liquidation an additional tax or exchange for any other benefit.penalty under Code Section 409A.

Code Section 409A. (i) This Award and Agreement is not are intended to provide comply with Code Section 409A or an exemption therefrom and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Code Section 409A. Notwithstanding any deferral other provision of the Agreement, any distributions or payments due hereunder that are subject to Code Section 409A may only be made upon an event and in a manner permitted by Code Section 409A. “Termination of employment” or words of similar import used in this Agreement shall mean, with respect to any payments of deferred compensation subject to Code Section 409A, a “separation from service” as defined in Code Section 409A. Each payment of compensation under this Agreement, including installment payments, shall be treated as a separate payment of compensation for purposes of applying Code Section 409A. Grantee may not, directly or indirectly, designate the calendar year of settlement, distribution or payment. To the extent that an Award is or becomes subject to Code Section 409A and Grantee is a Specified Employee (within the meaning of Code Section 409A) who becomes entitled to a distribution on account of a separation from service, no payment shall be made before the date which is six (6) months after the date of the CodeGrantee's separation from service or, and, accordinglyif earlier, the severance payments payable under Sections 5(c)(ii) date of Grantee’s death (the “Delayed Payment Date”), and 5(c)(iii) the accumulated amounts shall be distributed or paid no later than in a lump sum payment on the later of: (A) Delayed Payment Date. Notwithstanding the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeitureforegoing, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is makes no longer subject to substantial risk of forfeiture, as determined in accordance representations that the payments and benefits provided under this Agreement comply with Code Section 409A and shall not be liable for all or any Treasury Regulations and taxes, penalties, interest or other guidance issued thereunder. To expenses that may be incurred by the extent applicable, this Agreement shall be interpreted in accordance Grantee on account of non-compliance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (i) This The intent of the parties is that payments and benefits under the Agreement is not intended comply with Section 409A of Code to provide for any deferral of compensation the extent subject thereto, and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) Optionee shall not be considered to have separated from service with the Company for purposes of the Agreement and 5(c)(iii) no payment shall be paid no later than due to the later of: (A) Optionee under the fifteenth (15th) day Agreement on account of a separation from service until the Optionee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the third month following Executive’s first taxable year Code. Any payments described in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of Agreement that are due within the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employeeshort- term deferral period” (as defined in Section 409A of the Code)Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Agreement, as determined by to the Company extent that any amounts are payable upon a separation from service and such payment would result in accordance with accelerated taxation and/or tax penalties under Section 409A of the Code, on the date of Executive’s Separation from Servicesuch payment, to the extent that the payments or benefits under this Agreement are subject to or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in the Agreement will be exempt from or comply with Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts makes no undertaking to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of preclude Section 409A of the Code and the Treasury Regulations thereunder (and from applying to any applicable transition relief) while preserving the economic agreement of the partiessuch payment. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision The Optionee shall be read in such a manner that no payments payable solely responsible for the payment of any taxes and penalties incurred under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (ia) This The provisions of this Agreement is not will be administered, interpreted and construed in a manner intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance comply with Section 409A of the CodeCode of 1986, on as amended (“Section 409A”), the date of Executive’s Separation from Service, regulations issued thereunder or any exception thereto (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). If the Company determines in good faith that the payments or benefits any amounts to be paid to Employee under this Agreement are subject to Section 409A, then the Company may, to the extent necessary, adjust the form and/or the timing of such payments as determined to be necessary or advisable to be in compliance with Section 409A. If any payment must be delayed to comply with Section 409A, then the deferred payment will be paid at the earliest practicable date permitted by Section 409A. Notwithstanding any provision of this agreement to the contrary, Employee acknowledges and agrees that the Company shall not be liable for, and nothing provided or contained in this agreement will be construed to obligate or cause the Company to be liable for, any tax, interest or penalties imposed on Employee related to or arising with respect to any violation of Section 409A. (b) For purposes of Section 409A, each severance payment, including each individual installment payment, shall be treated as a separate payment. Each payment is intended to be excepted from Section 409A to the maximum extent provided under Section 409A as follows: (i) each payment that is scheduled to be made following the termination of Employee’s employment and within the applicable 2 1/2 month period specified in Treas. Reg. § l.409A-l(b)(4) is intended to be excepted under the short-term deferral exception as specified in Treas. Reg. § l.409A-l (b)(4); and (ii) to the extent possible, payments are made as a result of an involuntary separation, each payment that is not otherwise excepted under the short-term deferral exception is intended to be excepted under the involuntary separation pay exception as specified in Treas. Reg. § l.409A-l(b)(9)(iii). Employee shall have no right to designate the date of any payment hereunder. (c) For purposes of this Agreement, Employee will be considered to have experienced a termination of employment only if Employee has separated from service with the Company and all of its controlled group members within the meaning of Section 409A. For purposes hereof, the determination of controlled group members shall be made pursuant to the provisions of Section 4l 4(b) and 414(c) of the Code; provided that the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Section 1563(a)(l), (2) and (3) of the Code and Treas. Reg. § l.414(c)-2. Whether Employee has separated from service will be determined based on all of the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required facts and circumstances and in order to avoid a prohibited distribution accordance with the guidance issued under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein.409A. (iiid) To the extent applicableEmployee is entitled to taxable reimbursements, this Agreement such reimbursements shall be interpreted made only in accordance with the applicable exemptions from Section 409A of following conditions: the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement reimbursements shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of ExecutiveEmployee’s taxable year following the taxable year in which Executive incurred the expenses. The expense was incurred; the amount of expenses reimbursed or in-kind benefits payable reimbursements in one taxable year shall will not affect the amount eligible for of reimbursement or in-kind benefits payable available in any other another taxable year of Executive’s, year; and Executive’s the right to reimbursement for such amounts reimbursements shall not be subject to liquidation or exchange for any other another benefit. To the extent the Company provides taxable fringe benefits to Employee, the Company shall annually impute the value of such benefits to Employee.

Code Section 409A. (i) This a. It is intended that the severance payments and benefits to be provided under this Agreement is will be exempt from or comply with Section 409A of the Code and any ambiguities herein will be interpreted to ensure that such payments and benefits be so exempt or, if not intended to provide for any deferral of compensation subject to so exempt, comply with Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from, or in compliance with, Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, all references to the Employee’s “termination of employment” shall mean the Employee’s “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) (“Separation from Service”). (ii) b. If Executive the Employee is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executivethe Employee’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive the Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii22(b) shall be paid or distributed to Executive the Employee in a lump sum on the earlier of (Ai) the date that is six (6)-months following Executivethe Employee’s Separation from Service, (Bii) the date of Executivethe Employee’s death or (Ciii) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To c. If the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive Employee and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive Employee and the Company agree to amend this Agreement, or take such other actions as Executive Employee and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) d. Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executivethe Employee’s taxable year following the taxable year in which Executive the Employee incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one during any taxable year of the Employee shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’sthe Employee, and Executivethe Employee’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. a. The Plan and the Awards granted hereunder are intended to be exempt from or comply with the requirements set forth in Code Section 409A, and any regulations and rulings thereunder, so as to avoid the imposition of excise taxes and other penalties under Code Section 409A. In the event that participation in the Plan would subject Recipient to Code Section 409A excise taxes or penalties, the Company and Recipient shall cooperate to amend the terms of the Award to avoid, insofar as possible, such Code Section 409A penalties while minimizing any material and adverse impact of any such amendment upon the economic, tax or accounting implications of the Plan to the Company. For purposes of the Plan, Recipient’s termination of employment with the Company, whether voluntary or involuntary, shall be determined by the Committee in accordance with the requirements of Treasury Regulation Section 1.409A-1(h) which defines “separation from service”. Recipient’s right to receive installment payments pursuant to the terms of the Agreement shall be treated as a right to receive a series of separate and distinct payments. No action or failure by the Company in good faith to act pursuant to this Section 22 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect Recipient from the obligation to pay any taxes pursuant to Section 409A. b. Notwithstanding any provision contained in this Agreement to the contrary, if (i) This Agreement any payment hereunder is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive such payment is to be paid on account of Recipient’s separation from service or termination of employment (within the meaning of Section 409A of the Code) and (iii) Recipient is a “specified employee” (as defined in within the meaning of Section 409A 409A(a)(2)(B) of the Code), as determined by then such payment shall be delayed, if necessary, until the Company in accordance with Section 409A first day of the Codeseventh month following Recipient’s separation from service (or, on if later, the date of Executive’s Separation from Service, on which such payment is otherwise to the extent that the payments or benefits be paid under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided hereinAgreement). (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) This Award and Agreement is not are intended to provide comply with Code Section 409A or an exemption therefrom and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Code Section 409A. Notwithstanding any deferral other provision of the Agreement, any distributions or payments due hereunder that are subject to Code Section 409A may only be made upon an event and in a manner permitted by Code Section 409A. “Termination of employment” or words of similar import used in this Agreement shall mean, with respect to any payments of deferred compensation subject to Code Section 409A, a “separation from service” as defined in Code Section 409A. Each payment of compensation under this Agreement, including installment payments, shall be treated as a separate payment of compensation for purposes of applying Code Section 409A. Grantee may not, directly or indirectly, designate the calendar year of settlement, distribution or payment. To the extent that an Award is or becomes subject to Code Section 409A and Grantee is a Specified Employee (within the meaning of Code Section 409A) who becomes entitled to a distribution on account of a separation from service, no payment shall be made before the date which is six (6) months after the date of the CodeGrantee’s separation from service or, and, accordinglyif earlier, the severance payments payable under Sections 5(c)(ii) date of Grantee’s death (the “Delayed Payment Date”), and 5(c)(iii) the accumulated amounts shall be distributed or paid no later than in a lump sum payment on the later of: (A) Delayed Payment Date. Notwithstanding the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeitureforegoing, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is makes no longer subject to substantial risk of forfeiture, as determined in accordance representations that the payments and benefits provided under this Agreement comply with Code Section 409A and shall not be liable for all or any Treasury Regulations and taxes, penalties, interest or other guidance issued thereunder. To expenses that may be incurred by the extent applicable, this Agreement shall be interpreted in accordance Grantee on account of non-compliance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. All or a portion of the severance pay and severance benefits provided under this Agreement is intended to be exempt from Code Section 409A and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Code Section 409A. In particular, the severance pay and benefits are intended to constitute a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4), a payment or benefit described in paragraphs (b)(9)(iv) and (v) of Treasury Regulation Section 1.409A-1, and/or severance pay due to involuntary separation from service under Treasury Regulation Section 1.409A-1(b)(9)(iii). If a provision of the Agreement would result in the imposition of an applicable tax under Code Section 409A, the parties agree that such provision shall be reformed to the extent permissible under Code Section 409A to avoid imposition of the applicable tax, with such reformation effected in a manner that has the most favorable tax result to Employee. Notwithstanding any provision in this Agreement to the contrary, if (a) Employee is a “specified employee,” as such term is defined in Code Section 409A and the regulations thereunder and (b) any payment due under this Agreement is subject to Code Section 409A and is required to be delayed under Code Section 409A because Employee is a specified employee, that payment shall be payable on the earlier of (i) the first business day that is six months after Employee’s Separation from Service, (ii) the date of Employee’s death, or (iii) the date that otherwise complies with the requirements of Code Section 409A. This Agreement is not intended to provide for any deferral Section shall be applied by accumulating all payments that otherwise would have been paid within six months of compensation subject to Employee’s Separation from Service and paying such accumulated amounts on the earliest business day which complies with the requirements of Code Section 409A 409A. For purposes of determining the Code, and, accordinglyidentity of specified employees, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, may establish procedures as determined it deems appropriate in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable409A. For purposes of Code Section 409A, each payment amount or benefit due under this Agreement shall will be interpreted in accordance with Code Section 409A considered a separate payment and Department Employee’s entitlement to a series of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments. With respect to any reimbursements that are subject to Code Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code409A, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (Ai) the date that is six (6)-months following Executive’s Separation from Serviceamount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (Bii) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall must be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable the calendar year following the taxable calendar year in which Executive the expense was incurred and (iii) the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.. [Signature Page Follows] COMPANY EMPLOYEE By: By: Name: Name: Title: Date Signed: Date Signed: Effective Date: Immediately before the effectiveness of the initial public offering of Common Stock. Employer/the Company: Cinco Resources, Inc. Employee Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Position and Title: Chief Operating Officer and Senior Vice President Reporting to: President Primary Work Location: Dallas, Texas Initial Term: Two years Expiration Date of Initial Term: Second anniversary of the Effective Date. Base Salary: $285,000.00 Weeks of Paid Time Off: 5 weeks

Code Section 409A. (i) This To the extent applicable, it is intended that the payment of the benefits, severance, incentive compensation and/or equity compensation provided under this Agreement is not intended to provide for any deferral shall comply with or be exempt from the provisions of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted construed and applied in accordance a manner consistent with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive this intent. In the event any payment or benefit under this Agreement is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company to be in accordance with Section 409A the nature of deferred compensation, the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code Company and the delayed payment or distribution of all or any portion of Executive hereby agree to take such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Codeactions, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as not otherwise provided herein. (iii) To , as may be mutually agreed between the extent applicable, this Agreement shall be interpreted parties to ensure that such payments remain exempt from or in accordance compliance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements provisions of Section 409A of the Code and the Treasury Regulations thereunder (and thereunder. Notwithstanding any applicable transition relief) while preserving provision of this Agreement to the economic agreement contrary, if the Executive is a “specified employee” within the meaning of Section 409A, any payments due upon a termination of the partiesExecutive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A and which does not otherwise qualify under the exemptions under Treasury Regulation Section 1.409A-1 (including without limitation, the short-term deferral exemption or the permitted payments under Treasury Regulation 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 months after the Executive’s “separation from service” (as such term is defined in Section 409A and the Regulations and the other published guidance thereunder) for any reason other than death, and (ii) the date of the Executive’s death. To the extent that any provision in payment or benefit under this Agreement is ambiguous as to its compliance modified by reason of this Section 20, it shall be modified in a manner that complies with Section 409A of and preserves to the Code, maximum possible extent the provision shall be read in such economic costs or value thereof (as applies) to the respective parties (determined on a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Codepre-tax basis). (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) This Payments made pursuant to this Agreement is not are intended to provide for any deferral be exempt from or otherwise comply with the provisions of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To to the extent applicable, . The Program and this Agreement shall be administered and interpreted in accordance a manner consistent with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) this intent. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent determines that the any payments or benefits under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the Code extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and the delayed payment or distribution of all or any portion of such amounts each separately identified amount Performance-Vested Restricted Stock Unit Agreement (2020) to which Executive the Employee is entitled under this Agreement is required shall be treated as a separate payment; (b) except as otherwise provided in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i13(a) of the CodeProgram, then such portion deferred upon the lapse of Restrictions pursuant to Section 5 of this Section 9(p)(ii) Agreement, any Units not previously settled on a Delivery Date shall be paid settled as soon as administratively possible after, and effective as of, the date of the Change in Control or distributed to Executive in a lump sum on the earlier date of the Employee’s Termination (Aas applicable); (c) the date term “as soon as administratively possible” means a period of time that is six within 60 days after the Termination, Disability or Change in Control (6)-months following Executive’s Separation from Service, as applicable); and (Bd) the date of Executivethe Employee’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement Disability shall be paid as otherwise provided herein. (iii) To determined by the extent applicable, Company in its sole discretion. Although this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement provided hereunder are intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, be exempt from or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Treasury Regulations thereunder (Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as taxes pursuant to its compliance with Code Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.409A.

Code Section 409A. (i) This Agreement Notwithstanding the other provisions hereof, this Plan is not intended to provide for any deferral comply with the requirements of compensation subject to Section section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, and this Agreement Plan shall be interpreted to avoid any penalty sanctions under section 409A of the Code. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with section 409A of the Code and, if necessary, any such provision shall be deemed amended to comply with section 409A of the Code and regulations thereunder. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in accordance full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement that are deferred compensation may only be made upon a “separation from service” under section 409A of the Code. For purposes of section 409A of the Code, each payment made under this Plan shall be treated as a separate payment. In no event may a Participant, directly or indirectly, designate the calendar year of payment. To the maximum extent permitted under section 409A of the Code, the Severance Benefits payable under this Plan are intended to comply with Code Section the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii); provided, however, any portion of the Severance Benefits that are payable to a Participant during the six (6) month period following the Participant’s Effective Date of Termination that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of the Participant’s separation from service, the Company’s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive the Participant is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section section 409A of the Code and determined in the delayed payment or distribution sole discretion of all the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of the payment of the portion of such amounts to which Executive the Excess Amount that is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(ipayable within the six (6) month period following the Participant’s Effective Date of Termination with the Code, then such portion deferred pursuant to this Section 9(p)(iiCompany (or any successor thereto) for six (6) months following the Participant’s Effective Date of Termination with the Company (or any successor thereto). The delayed Excess Amount shall be paid or distributed to Executive in a lump sum on to the earlier of Participant within ten (A10) days following the date that is six (6)-months 6) months following Executivethe Participant’s Separation from Service, Effective Date of Termination with the Company (Bor any successor thereto) and any remaining installments shall continue to be paid to the date of Executive’s death or Participant on their original schedule. If the Participant dies during such six (C6) month period and prior to the earliest date as is permitted under Section 409A payment of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A portion of the Code. If Executive and the Company determine Excess Amount that any payments or benefits payable under this Agreement intended is required to comply with Sections 409A(a)(2), (3) and (4) be delayed on account of the Code do not comply with Section section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and Excess Amount shall be paid on or before to the last day personal representative of Executivethe Participant’s taxable year following Beneficiary within sixty (60) days after the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and ExecutiveParticipant’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefitdeath.

Code Section 409A. (i) This Agreement is not intended You acknowledge that the Company has made no representations as to provide for the taxability or exemption from taxation of any deferral of compensation subject monies or benefits payable or provided to Section 409A of the Code, and, accordingly, the severance payments payable you under Sections 5(c)(ii) and 5(c)(iii) this Agreement. You shall be paid no later than solely responsible for the later of: (A) payment of any taxes and penalties that may be assessed by any taxing authority. Notwithstanding the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicableprovisions hereof, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with be exempt from the requirements of Section 409A of the Internal Revenue Code and the Treasury Regulations thereunder of 1986, as amended (and any applicable transition relief) while preserving the economic agreement of the parties. To “Code Section 409A”), to the extent that applicable, and shall be interpreted to be exempt from any provision in this Agreement is ambiguous as taxes or penalties under Code Section 409A. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to its compliance comply with Code Section 409A of the Codeand, the if necessary, any such provision shall be read deemed amended to comply with Code Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring taxes or penalties under Code Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such taxes or penalties will not be imposed. (a) In interpreting this Agreement, all available exemptions from the application of Code Section 409A to a manner that no payments payable under provision of this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Codefirst applied. (ivb) Any Neither you nor the Company shall intentionally take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any manner which would not be in compliance with Code Section 409A, (c) If you are a specified employee for purposes of Code Section 409A(a)(2)(B)(i), any payment or provision of benefits in connection with a separation from service payment event, whether under this Agreement or otherwise (as determined for purposes of Code Section 409A) shall not be made until six months after your separation from service (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. (d) For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Code Section 409A. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. (e) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation that are subject to Code Section 1.409A-3(i)(1)(iv409A, except as permitted by Code Section 409A, (x) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for right to reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall is not be subject to liquidation or exchange for another benefit, and (y) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year of yours shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other benefittaxable year, provided that the foregoing clause (y) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed no later than your taxable year following your taxable year in which the related expense is incurred. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Code Section 409A. (ia) This The payments under this Agreement is not are intended to provide for any deferral of compensation subject to either comply with or be exempt from Section 409A of the CodeInternal Revenue Code of 1986, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeitureas amended, and the Treasury Regulations promulgated thereunder (Band such other Treasury or Internal Revenue Service guidance) as in effect from time to time (“Code Section 409A”), including the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeitureexceptions for short-term deferrals, as determined separation pay arrangements, reimbursements, and in-kind distributions, and will be administered, construed, and interpreted in accordance with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Code Section 409A, then the Company shall use its reasonable efforts to modify such provision to the extent and in the manner necessary to be in compliance with such requirements of the Code Section 409A and any Treasury Regulations and other guidance issued thereundersuch modification will attempt to maintain the same economic results as were intended under this Agreement. To the extent applicable, Each payment under this Agreement shall is intended to be interpreted in accordance with treated as one of a series of separate payment for purposes of Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Treas. Reg. §1.409A-2(b)(2)(iii) (ii) If Executive or any similar or successor provisions). Notwithstanding anything in this Agreement to the contrary, to the extent Employee is considered a “specified employee” (as defined in Code Section 409A and Treas. Reg. §1.409A-1(c)(i) or any similar or successor provision) and would be entitled to a payment during the six (6) month period beginning on the Termination Date that is not otherwise excluded under Code Section 409A under the exception for short-term deferrals, separation pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exception, the payment will not be made to Employee until the earlier of the Codesix (6) month anniversary of Employee’s Termination Date or Employee’s death and will be accumulated and paid on the first day of the seventh (7th) month following the Termination Date (or, if earlier within 30 days following Employee’s death). The Company does not guarantee that any payments made in connection with the Agreement will satisfy all applicable provisions of Code Section 409A. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Code Section 409A, references to “termination of employment”, “termination”, or words and phrases of similar import, shall be deemed to refer to Employee’s “separation from service” as determined by defined in Code Section 409A, and shall be interpreted and applied in a manner that is consistent with the Company requirements of Code Section 409A. (b) Notwithstanding anything to the contrary in accordance with this Agreement, any payment or benefit under this Agreement or otherwise that is exempt from Code Section 409A of the Code, on the date of Executive’s Separation from Service, pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to Employee only to the extent that the payments expenses are not incurred, or the benefits under this Agreement are subject to Section 409A not provided, beyond the last day of the Code second calendar year following the calendar year in which Employee’s “separation from service” occurs; and provided, further, that such expenses are reimbursed no later than the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) last day of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive third calendar year following the calendar year in a lump sum on the earlier of (A) the date that is six (6)-months following Executivewhich Employee’s Separation “separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the partiesservice” occurs. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Codeindemnification payment, expense reimbursement, or the provision shall be read in such a manner that no payments payable under this Agreement shall of any in-kind benefit is determined to be subject to an “additional tax” as defined in Code Section 409A(a)(1)(B) 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement, or the Code. (iv) Any reimbursement provision of expenses or any in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable benefit, in one calendar year shall not affect the amount eligible for reimbursement indemnification payment or provision of in-kind benefits payable or expenses eligible for reimbursement in any other taxable calendar year of Executive’s(except for any life-time or other aggregate limitation applicable to medical expenses), and Executive’s in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar year following the calendar year in which Employee incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement for such amounts shall not or the provision of any in-kind benefit be subject to liquidation or exchange for any other another benefit.

Code Section 409A. (i) This Agreement is not Agreement, and the Separation Payments paid in connection with it, are intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation exempt from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the CodeInternal Revenue Code of 1986, Executive as amended (“Code Section 409A”), including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered, construed and interpreted in accordance with such intent. Any Severance Payments that fail to qualify for the Company agree to amend this Agreement, exemptions under Code Section 409A shall be paid or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply provided in accordance with the requirements of Code Section 409A. Notwithstanding the foregoing, the Company Entities cannot guarantee that the Severance Payments provided under this Agreement will satisfy all applicable provisions of Code Section 409A and ▇▇▇▇▇▇▇▇ shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of Goranson in connection with this Agreement (including any taxes and penalties under Code Section 409A), and neither the Treasury Regulations thereunder Company Entities nor any of its subsidiaries or affiliates shall have any obligation to indemnify or otherwise hold ▇▇▇▇▇▇▇▇ (and or any applicable transition reliefbeneficiary) while preserving the economic agreement harmless from any or all of the parties. such taxes or penalties. (ii) Each payment under this Agreement is intended to be treated as one of a series of separate payments for purposes of Code Section 409A. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses reimbursements or in-kind benefits payable benefit payments under this the Agreement shall are subject to Code Section 409A, such reimbursements and in-kind benefit payments will be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) (or any similar or successor provisions). (iii) Notwithstanding anything in the Agreement to the contrary, to the extent ▇▇▇▇▇▇▇▇ is considered a “specified employee” (as defined in Code Section 409A) and shall would be paid entitled to a payment during the six-month period beginning on or before ▇▇▇▇▇▇▇▇’▇ separation from service (as defined in Code Section 409A) that is not otherwise excluded under Code Section 409A under the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or exception for short-term deferrals, separation pay arrangements, reimbursements, in-kind benefits payable in one year shall not affect distributions, or any otherwise applicable exemption, the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall payment will not be subject made to liquidation ▇▇▇▇▇▇▇▇ until the earlier of the six-month anniversary of his separation from service or exchange for any other benefit▇▇▇▇▇▇▇▇’▇ death and will be accumulated and paid on the first day of the seventh month following his separation from service. (iv) The parties may amend the Agreement to the minimum extent necessary to satisfy the applicable provisions of Code Section 409A.