Common use of Code Section 409A Clause in Contracts

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.

Code Section 409A. This The Restricted Stock Unit Award and payments made pursuant to this Agreement is and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the requirements of Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A of the and makes no undertaking to preclude Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in any amount paid or payable or Award made under this Agreement, and neither the Executive's Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other compensationparty for any taxes, to be exempt from penalties or to comply with the requirements of interest imposed under Code Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly any amounts paid or indirectly, designate the calendar year of any payment to be made payable under this Agreement. If this Award fails to satisfy the Executive dies following requirements of the Date short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of Termination and prior to the payment date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any amounts delayed on account of Section 409A shares that would otherwise be made upon the date of the Code, such amounts shall separation from service or within the first six months thereafter will not be paid to made on the personal representative of originally scheduled dates and will instead be issued in a lump sum on the Executive's estate within thirty (30) calendar days date that is six months and one day after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within separation from service, with the meaning of Section 409A balance of the Code shall be made or provided shares issued thereafter in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) original vesting and issuance schedule set forth in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, but if and only if such delay in the least restrictive manner necessary and without any diminution in the value issuance of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as shares is necessary to avoid the imposition of taxes and penalties on the Executive pursuant to taxation under Code Section 409A 409A. Each installment of the Code. Notwithstanding any other provision of this Agreement, in the event shares that the Executive vests is a “specified employeeseparate payment” (within the meaning for purposes of Treasury Regulation Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer1.409A-2(b)(2), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.

Code Section 409A. This Agreement is intended For purposes of payments of "deferred compensation" hereunder within the meaning of Code Section 409A, "termination of employment" or simply "termination" hereunder shall only be deemed to comply have occurred on the date Company and Employee reasonably anticipate that (i) the Employee will not perform any further services for Company or any other entity considered a single employer with the requirements of Company under Section 409A 414(b) or (c) of the Code (that broader group referred to in this definition as the "EMPLOYER GROUP"), or (ii) the level of bona fide services performed after that date (as an exemption employee or exclusion therefrom independent contractor, except that service as a member of the board of an Employer Group entity is not counted unless termination benefits under this Agreement are aggregated with benefits under any other Employer Group plan or agreement in which Employee also participates as a director) will permanently decrease to less than 50% of the average level of bona fide services performed over the previous 36 months (or if shorter over the duration of service). The Employee will not be treated as having a incurred a termination while on military leave, sick leave or other bona fide leave of absence if the leave does not exceed six months or, if longer, the period during which the Employee has a reemployment right with Company by statute or contract. If a bona fide leave of absence extends beyond six months, a termination will be deemed to occur on the first day after the end of such six month period, or on the day after the Employee's statutory or contractual reemployment right lapses, if later. The Board will determine whether a termination has occurred based on all relevant facts and shall in all respects be administered circumstances, in accordance with Section 409A of the Code"separation form service" definition in Treasury Regulation ss.1.409A-1(h) or any successor guidance thereto. The Company and the Executive mutually intend to structure the payments and benefits described in this AgreementIn all other respects, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment that the parties reasonably determine that any compensation or benefits payable under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment are subject to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts this Agreement shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements operated, construed and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided interpreted in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, way so as not to avoid the imposition of subject Employee to excise taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Terminationviolation thereof.

Code Section 409A. This Agreement is intended to comply with the requirements of with, or be exempt from, Code Section 409A of the Code or an exemption or exclusion therefrom and shall be interpreted consistent therewith and without resulting in all respects be administered any increase in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements owed hereunder by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this AgreementAgreement to the contrary, in the event that the Executive if Recipient is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Recipient’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following Recipient’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that otherwise would have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid or provided to Recipient on the earlier of (i) the first regular payroll date of the Code and with seventh month following Recipient’s separation from service or (ii) the 10th business day following the Recipient’s death (but no earlier than such classification payments or benefits are otherwise scheduled to be determined in accordance with the methodology established by the applicable employerpaid or provided), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (. If Recipient’s termination of employment hereunder does not constitute a “separation from service” within the meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of Recipient’s employment and which are subject to Code Section 409A shall not be paid until Recipient has experienced a “separation from service” within the meaning of Code Section 409A. To the extent required by Code Section 409A, all references in this Agreement to “termination of employment” and similar phrases regarding the end of Recipient’s employment with the Company and its affiliates shall mean the Recipient’s “separation from service” within the meaning of Code Section 409A and the regulations thereunder. If the 60 day Release period described in Section 3 above overlaps two calendar years, then to the extent required by Code Section 409A, any portion of the CodeTime-Vested Deferred Stock (including the Settlement Amount) that otherwise would otherwise be payable have been settled or provided under Section 4(a)(i) or 4(b)(i) during paid in the six (6)-month period immediately following the Date of Termination shall first calendar year will instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, withheld and settled or paid on the first business day which is more than six (6) months following the Date of Termination.payroll

Code Section 409A. This Notwithstanding anything herein to the contrary, this Agreement is and the award of RSUs hereunder are intended to comply with the requirements of Code Section 409A of the Code or an exemption or exclusion therefrom 409A, and shall in all respects be interpreted and administered in accordance with such intent. Should any provision of this Agreement be found not to comply with, or otherwise not be exempt from, the provisions of Code Section 409A 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Code. 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. The Company and the Executive mutually intend QR RSUs that relate to structure the payments and benefits described in this Agreementeach separate Measurement Period each shall be deemed a separate payment, and the Executive's RSUs other compensation, to be exempt from or to comply with than the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement QR RSUs shall be treated as deemed a separate payment for purposes of Section 409A of the Code. In no event may the Executivepayment, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Code Section 409A. Any payment or distribution that constitutes a deferral of compensation subject to Code Section 409A and payable upon the Executive’s termination of the Code employment or other similar event shall not be made or provided in accordance with unless the requirements Executive has experienced a “separation from service” as defined under Code Section 409A. Any payment that constitutes a deferral of compensation subject to Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement is to be made later than the end of the calendar year next upon or within six months following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of controlseparation from service” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause if at the provisions time of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that such separation the Executive is a “specified employee” (within the meaning of as defined under Code Section 409A of the Code 409A, instead shall accrue without interest and with such classification to shall be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, paid on the first business day which after the end of such six-month period, or, if earlier, within 15 days after the appointment of the personal representative or executor of the Grantee’s estate following the Executive’s death. Notwithstanding anything in this Agreement to the contrary, the Executive shall be solely responsible for the tax consequences of the RSUs, and in no event shall the Company have any responsibility or liability if any payment under this Agreement is more subject to and/or fails to comply with the requirements of Code Section 409A. In all events, the Company will settle and pay out any RSUs not later than six two and one-half (62½) months following the Date end of Terminationthe year in which the Executive’s right to the RSUs is no longer subject to a substantial risk of forfeiture, subject to any earlier payment date required to comply with Section 409A or specified in this Agreement.

Code Section 409A. This Section 15 controls over anything in this Agreement to the contrary. It is intended to that any amounts payable under this Agreement shall either be exempt from or comply with the requirements of Section 409A of the Code and all regulations, guidance and other interpretive authority issued thereunder (collectively, “Section 409A”) so as not to subject you to payment of any additional tax, penalty or an exemption or exclusion therefrom and shall in all respects be administered in accordance with interest imposed under Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated interpreted accordingly. To the extent necessary to comply with Section 409A, references in this Agreement to “termination of employment” or “terminates employment” (and similar references) shall have the same meaning as a separate “separation from service” under Section 409A(a)(2)(A)(i) and any governing Internal Revenue Service guidance and Treasury regulations (“Separation from Service”), and no payment for purposes of subject to Section 409A that is payable upon a termination of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts employment shall be paid to unless and until (and not later than applicable in compliance with Section 409A) you incur a Separation from Service. To the personal representative extent that the reimbursement of any expenses or the Executive's estate within thirty (30) calendar days after the date provision of the Executive's death. All reimbursements and any in-kind benefits provided under this Agreement that constitute deferred compensation within is subject to Section 409A, (a) the meaning amount of Section 409A such expenses eligible for reimbursement, or in-kind benefits to be provided, during any one calendar year shall not affect the amount of the Code such expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (b) reimbursement of any such expense shall be made or provided in accordance with the requirements of Section 409A by no later than December 31 of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were expense is incurred; and (iic) the amount of your right to receive such reimbursements or in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect be subject to liquidation or exchange for another benefit. To the in-kind benefits extent that the Company is obligated to pay or provide in any other calendar year; (iiiSection 409A(a)(2)(B)(i) the Executive's right to have the Company pay or provide such reimbursements applies and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is you are a “specified employee” (within on the meaning date of your separation from service, then any payment treated as deferred compensation under Section 409A of the Code and with such classification to will be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on postponed until the first business day which is more than after the expiration of six (6) months following from the Date date of Terminationyour separation from service (or your death if earlier). To the extent necessary for a change in the time or manner of a payment due to a Change in Control to comply with Section 409A, such change shall be effective only if the Change in Control constitutes a change in the effective ownership or effective control of the Holding Company or the Company, as applicable, or a change in the ownership of a substantial portion of the assets of the Holding Company or the Company, as applicable, in each case within the meaning of Treasury Regulation section 1.409A-3(i)(5).

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in kind distributions, and shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's deathadministered accordingly. All reimbursements and in-kind benefits provided under this Agreement Executive hereby agrees that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the without further consent from Executive, modify this Agreement, in make the least restrictive manner necessary and without any diminution in the value of the payments minimum changes to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as may be necessary or appropriate to avoid the imposition of additional taxes and or penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event The Company cannot guarantee that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts payments and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning may be paid or provided pursuant to this Agreement will satisfy all applicable provisions of Section 409A of the Code) that would otherwise . In the case of any reimbursement payment which is required to be payable or provided made promptly under Section 4(a)(i) or 4(b)(i) during this Agreement, such payment will be made in all instances no later than December 31 of the six (6)-month period immediately calendar year following the Date of Termination shall instead be paidcalendar year in which the obligation to make such reimbursement arises. Notwithstanding the foregoing, with interest on if any delayed payment at the applicable federal rate provided for in payments or benefits under this Agreement become subject to Section 7872(f)(2)(A) 409A of the Code, then for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the first business day which is more than date of termination, any amount of such Non-Exempt Payments that would be paid prior to the six (6) months following month anniversary of the Date date of Terminationtermination shall instead be accumulated and paid to Executive in a lump sum payment within five (5) business days after such six (6) month anniversary. A termination of employment shall be deemed to occur only if it is a “separation from service” as such term is defined under Section 409A of the Code, and references to “termination,” “termination of employment,” or like terms shall mean a “separation from service.”

Code Section 409A. This It is the intent of the parties that this Agreement is intended to comply be interpreted and administered in compliance with the requirements of Section section 409A of the Internal Revenue Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of 1986, as amended (the “Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code ”) to the extent applicable. Each payment under In this connection, the Bank will have authority to take any action, or refrain from taking any action, with respect to this Agreement shall be treated as a separate payment for purposes of Section that is reasonably necessary to ensure compliance with Code section 409A (provided that the Bank will choose the action that best preserves the value of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment payments and benefits provided to be made Executive under this Agreement. If ), and the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A parties agree that this Agreement will be interpreted in a manner that is consistent with Code section 409A. In furtherance, but not in limitation of the Code, such amounts shall be paid to foregoing: (a) in the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement event that constitute deferred compensation Executive is a “specified employee” within the meaning of Section Code section 409A, payments which constitute a “deferral of compensation” under Code section 409A and which would otherwise become due during the first six (6) months following Executive’s termination of employment will be delayed and all such delayed payments will be paid in full in the Code shall seventh (7th) month after the Executive’s termination of employment, and all subsequent payments will be made or provided paid in accordance with their original payment schedule, provided that the requirements above delay will not apply to any payments that are excepted from coverage by Code section 409A, such as those payments covered by the short-term deferral exception described in Treasury Regulations section 1.409A-1(b)(4); (b) notwithstanding any other provision of Section 409A this Agreement, a termination of Executive’s employment hereunder will mean, and be interpreted consistent with, a “separation from service” within the Codemeaning of Code section 409A; and (c) with respect to the reimbursement of fees and expenses provided for herein, including, without limitation, that the following will apply: (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in unless a specific time period during which such fees expense reimbursements and expenses were incurredtax gross-up payments may be incurred is provided for herein, such time period will be deemed to be Executive’s lifetime; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide expenses eligible for reimbursement hereunder in any given calendar particular year shall will not affect the in-kind benefits that the Company is obligated to pay or provide expenses eligible for reimbursement in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may reimbursement of expenses will not be liquidated subject to liquidation or exchanged exchange for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements reimbursement of an eligible expense or to provide such ina tax gross-kind benefits apply later than up payment will be made on or before the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary last day of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately calendar year following the Date of Termination shall instead be paidcalendar year in which the expense was incurred or the tax was remitted, with interest on any delayed payment at as the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.case may be

Code Section 409A. This Agreement If the Employee is intended to comply with a “specified employee” within the requirements meaning of Section 409A of the Internal Revenue Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of 1986 (as amended the “Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement”), and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code then any amounts payable to the extent applicable. Each payment Employee under this Agreement shall be treated as a separate payment for purposes of Section 409A of 4 during the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies first six months and one day following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement termination that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code (as determined by the Company in its sole discretion) shall not be paid until the date that is six months and one day following such termination to the extent necessary to avoid adverse tax consequences under Section 409A of the Code, and, if such payments are required to be so deferred, the first payment shall be made in an amount equal to the total amount to which the Employee would otherwise have been entitled to during the period following the date of termination if such deferral had not been required. Furthermore, this Agreement is intended to comply with Section 409A of the Code (or provided any regulations or rulings thereunder), and shall be construed and interpreted in accordance with such intent. Notwithstanding anything to the contrary in this Agreement, the Company, in the exercise of its sole discretion and without the consent of the Employee, may amend or modify this Agreement in any manner in order to meet the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements Code as amplified by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay any Internal Revenue Service or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date)U.S. Treasury Department guidance. Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions Any provision of this Agreement that would cause the payment of any benefit to comply with the requirements of fail to satisfy Section 409A of the Code, so as Code shall have no force and effect until amended to avoid the imposition of taxes and penalties on the Executive pursuant to comply with Section 409A of the CodeCode (which amendment shall be retroactive to the extent permitted by the Code or any regulations or rulings thereunder). Notwithstanding any other provision of this AgreementSpecifically but without limiting the foregoing, payment under Section 1.2 shall be made only in the event that the Executive is termination of employment constitutes a “specified employeeseparation from service” (within the meaning of Section 409A 409A(a)(2)(A)(i) of the Code and with in the event that the Company determines that a “separation from service” has not occurred, any payment due hereunder shall be deferred until such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Terminationtime as a “separation from service” has occurred.

Code Section 409A. This Agreement (a) To the extent applicable, it is intended to that this Agreement and any payment made hereunder shall comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom therefrom, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”) and shall in all respects be administered in accordance with Code Section 409A; provided, that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from shall have no force or effect until amended to comply with the requirements of Code Section 409A in the least restrictive manner necessary and without any diminution in the value of the Code payments to Employee, which amendment may be retroactive to the extent applicable. permitted by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A of the Code. 409A. In no event may the ExecutiveEmployee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Code Section 409A of the Code409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided , provided, that the Executive Employee shall have submitted an invoice for such fees and expenses at least ten (10) calendar 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's ’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's Employee’s remaining lifetime (or if longer, through the twentieth (20th) 20th anniversary of the Effective DateTime). Prior to a “change of control” the Effective Time but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the ExecutiveEmployee, modify this the Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the ExecutiveEmployee, in order to cause the provisions of this the Agreement to comply with the requirements of Code Section 409A of the Code409A, so as to avoid the imposition of taxes and penalties on the Executive Employee pursuant to Code Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.409A.

Code Section 409A. This The termination benefits provided by Section 6 of this Agreement is are intended to comply with the requirements of be exempt from Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A pursuant to the short-term deferral exception provided under Treasury Regulation 1.409A-1(b)(4), such that none of the Code. The Company and the Executive mutually intend to structure the payments and termination benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code provided hereunder will be subject to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of six (6) month delay imposed by Section 409A of the Code, such amounts shall and any ambiguities herein will be paid interpreted to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's deathso comply. All reimbursements The Company and in-kind benefits provided under Executive agree to work together in good faith to consider amendments to this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made and to take such reasonable actions which are necessary, appropriate or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as desirable to avoid the imposition of taxes and penalties on the Executive pursuant any additional tax or income recognition prior to Section 409A of the Codeactual payment to Executive. Notwithstanding any other provision of this Agreementthe foregoing, in the event that the if Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by final regulations and any guidance promulgated thereunder (“Section 409A”) at the applicable employer), amounts and benefits time of Executive's termination (other than due to death), and the Accrued Obligations) that are termination benefits payable to Executive pursuant to this Agreement, when solely considered together with any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) will not and could not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive's termination, then only that portion of the Deferred Compensation Separation Benefits which do not exceed the Section 409A Limit (as defined below) may be made within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following Executive's termination of employment in accordance with the Date payment schedule applicable to each payment or benefit. For these purposes, each severance payment is hereby designated as a separate payment and will not collectively be treated as a single payment. Any portion of Terminationthe Deferred Compensation Separation Benefits in excess of the Section 409A Limit shall accrue and, to the extent such portion of the Deferred Compensation Separation Benefits would otherwise have been payable within the first six (6) months following Executive's termination of employment, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive's termination. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive's termination but prior to the six (6) month anniversary of Executive's termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. For purposes of this Agreement, “Section 409A Limit” will mean the lesser of two (2) times: (A) Executive's annualized compensation based upon the annual rate of pay paid to Executive during the Company's taxable year preceding the Company's taxable year of Executive's termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive's employment is terminated.

Code Section 409A. This The intent of the parties is that payments and benefits under this Agreement is intended shall comply with or be exempt from Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall Carlyle be liable for any tax, interest or penalties that may be imposed on Employee by Section 409A or any damages for failing to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend respect to structure the payments and benefits described in under this Agreement, unless such tax, interest or penalty is a result of a breach by Carlyle of this Agreement. To the extent any taxable expense reimbursement or in-kind benefits under this Agreement is subject to Section 409A, the amount thereof eligible in any calendar year shall not affect the amount eligible for any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the year in which Employee incurred such expenses, and the Executive's other compensation, in no event shall any right to reimbursement or receipt of in-kind benefits be exempt from subject to liquidation or to comply with the requirements exchange for another benefit. For purposes of Section 409A of the Code to the extent applicable. Each 409A, each installment payment provided under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Codepayment. In no event may the Executive, directly or indirectly, designate the calendar year of Notwithstanding any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Codecontrary, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive if Employee is a “specified employee” (within the meaning of Section 409A and determined pursuant to any policies adopted by Carlyle consistent with Section 409A), at the time of Employee’s separation from service, and if any portion of the Code and with such classification payments or benefits to be determined in accordance with the methodology established received by the applicable employer)Employee upon separation from service would be considered deferred compensation under Section 409A and cannot be paid or provided to Employee without Employee incurring taxes, interest or penalties under Section 409A, amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or pursuant to this Agreement and benefits that would otherwise be provided under Section 4(a)(i) or 4(b)(i) pursuant to this Agreement, in each case, during the six (6)-month six-month period immediately following the Date of Termination shall Employee’s separation from service will instead be paid, with interest paid or made available on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(Aearlier of (a) of the Code, on the first business day which is more than six (6) months of the seventh month following the Date date of TerminationEmployee’s separation from service or (b) Employee’s death.

Code Section 409A. This Agreement A payment of any amount or benefit that is intended (i) subject to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement409A, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment (ii) to be made under this Agreement. If the Executive dies following the Date because of Termination and prior to the payment a termination of any amounts delayed on account of Section 409A of the Code, employment shall not be made unless such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation termination is also a “separation from service” within the meaning of Section 409A and the regulations promulgated thereunder and, for purposes of any such provision of the Code shall be made or provided in accordance with the requirements of Section 409A of the CodeAgreement, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior references to a “change termination,” “termination of controlemployment” but or like terms shall mean “separation from service” within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without meaning of Section 409A. Notwithstanding any diminution in the value of the payments to the Executive, in order to cause the provisions provision of this Agreement to comply with the requirements contrary, if at the time of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive Employee’s “separation from service” Employee is a “specified employee” (within the meaning of as defined under Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer409A), then to the extent that any amount to which Employee is entitled in connection with his separation from service is subject to Section 409A, payments of such amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that to which Employee would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) entitled during the six (6)-month 6) month period immediately following the Date separation from service will be accumulated and paid in a lump sum on the earlier of Termination (i) the first day of the seventh month after the date of the separation from service, or (ii) the date of Employee’s death. This paragraph shall instead apply only to the extent required to avoid Employee’s incurrence of any additional tax or interest under Section 409A or any regulations or Treasury guidance promulgated thereunder. Notwithstanding any provision of this Agreement to the contrary, to the extent that any payment under the terms of this Agreement would constitute an impermissible acceleration or deferral of payments under Section 409A or any regulations or Treasury guidance promulgated thereunder, or under the terms of any applicable plan, program, arrangement or policy of the Employer, such payments shall be paidmade no earlier or later than at such times allowed under Section 409A or the terms of such plan, with program, arrangement or policy. If any provision of this Agreement (or of any award of compensation) would cause Employee to incur any additional tax or interest on under Section 409A or any delayed payment at regulations or Treasury guidance promulgated thereunder, Prosperity may reform such provision; provided that Prosperity shall (i) maintain, to the maximum extent practicable, the original intent of the applicable federal rate provided for in provision without violating the provisions of Section 7872(f)(2)(A409A and (ii) notify and consult with Employee regarding such amendments or modifications prior to the effective date of the Code, on the first business day which is more than six (6) months following the Date of Terminationany such change.

Code Section 409A. This Section 13 controls over anything in this Agreement to the contrary. It is intended to that any amounts payable under this Agreement shall either be exempt from or comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. The Company ”), and all regulations, guidance and other interpretive authority issued thereunder (collectively, “Section 409A”) so as not to subject the Executive mutually intend to structure the payments and benefits described in this Agreementpayment of any additional tax, and the Executive's other compensation, to be exempt from penalty or to comply with the requirements of interest imposed under Section 409A of the Code to the extent applicable. Each payment under and this Agreement shall be treated as a separate payment for purposes of Section 409A of interpreted accordingly. To the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of extent any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation are payable by reference to the Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A 409A. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the Code extent that the reimbursement of any expenses or the provision of any in-kind benefits under this Agreement is subject to Section 409A, (a) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, during any one calendar year shall not affect the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided in any other calendar year; (b) reimbursement of any such expense shall be made or provided in accordance with the requirements of Section 409A by no later than December 31 of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were expense is incurred; and (iic) the amount of Executive’s right to receive such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If the Company determines that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind severance benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of provided under this Agreement to comply with the requirements of constitutes “deferred compensation” under Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that if the Executive is a “specified employee,” (within the meaning of as such term is defined in Section 409A at the time of the Code Executive’s separation from service, then, the timing of the Severance Payment will be delayed as follows: on the earlier to occur of (a) the date that is six months and with one day after the Executive’s separation from service, and (b) the date of the Executive’s death (such classification earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to be determined the Executive a lump sum amount equal to the sum of the Severance Payment that the Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance had not been delayed pursuant to the foregoing, and (ii) commence paying the balance of the Severance Payment in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of payment schedule set forth in Section 409A of the Code) that would otherwise 7. No interest shall be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest due on any delayed payment at amounts deferred pursuant to the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Terminationforegoing.

Code Section 409A. This Agreement is intended to comply with the requirements of Code Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement409A, and the Executive's other compensationparties hereto agree to interpret, to be exempt from or apply and administer this Agreement in the least restrictive manner necessary to comply with therewith and without resulting in any increase in the requirements amounts owed hereunder by the Company. Notwithstanding any other provision of this Agreement to the contrary, if Executive is a "specified employee" within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Executive’s "separation from service" (within the meaning of the Code to the extent applicable. Each Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following Executive’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Executive in a lump-sum cash payment on the earlier of (i) the first regular payroll date of the seventh month following Executive’s separation from service or (ii) the 10th business day following Executive’s death. If Executive’s termination of employment hereunder does not constitute a "separation from service" within the meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of Executive’s employment and which are subject to Code Section 409A shall not be paid until Executive has experienced a "separation from service" within the meaning of Code Section 409A. In addition, no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which Executive is entitled hereunder shall be made no later than the last day of the calendar year following the calendar year in which such expenses were incurred. Each severance installment contemplated under Section 7 hereof shall be treated as a separate payment for purposes in a series of separate payments under Treasury Regulation Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date1.409A-2(b)(2)(iii). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this AgreementAgreement to the contrary, in Executive and the event Company agree that the payments hereunder shall be exempt from, or satisfy the applicable requirements, if any, of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) in a manner that will preclude the imposition of penalties described in Code Section 409A. Payments made pursuant to this Agreement are intended to satisfy the short-term deferral rule or separation pay exception within the meaning of Code Section 409A. Executive is and the Company agree that this Agreement shall be interpreted to the extent possible to be exempt from or satisfy the requirements described above. References to termination of employment or similar terms hereunder shall mean a “specified employeeseparation from service” (within the meaning of Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall, to the maximum extent possible, be administered, interpreted and construed in a manner consistent with Code Section 409A; provided, that in no event shall the Company have any obligation to indemnify Executive from the effect of any taxes under Code Section 409A. If any payment or benefit provided to Executive in connection with Executive’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and with such classification Executive is determined to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for a “specified employee” as defined in Section 7872(f)(2)(A409A(a)(2)(b)(i) of the Code, then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the termination or, if earlier, on Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive in a lump sum on the first business day which is more than six (6) months following the Specified Employee Payment Date of Terminationand thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) will be considered due or payable until the Employee has a "separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder ("Section 409A"). In addition, if the Employee is a "specified employee" within the meaning of Section 409A at the time of the Employee's separation from service (other than due to death), then the severance benefits payable to the Employee under this Agreement, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the "Deferred Compensation Separation Benefits") otherwise due to the Employee on or within the six (6) month period following the Employee's separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the date six (6) months and one (1) day following the date of the Employee's separation from service. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following his separation from service but prior to the six (6) month anniversary of his date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to the Employee's estate as soon as administratively practicable after the date of the Employee's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. This Agreement provision is intended to comply with the requirements of Section 409A so that none of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the severance payments and benefits described in this Agreementto be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Corporation and the Executive's other compensationEmployee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to be exempt from avoid imposition of any additional tax or income recognition prior to comply with the requirements of Section 409A of the Code actual payment to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided Employee under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.409A.

Code Section 409A. This Agreement is intended to comply with the requirements of with, or be exempt from, Section 409A of the Internal Revenue Code or an exemption or exclusion therefrom of 1986, as amended (the “Code”), and shall be interpreted consistent therewith and without resulting in all respects be administered any increase in accordance with the amounts owed hereunder by the Company. Notwithstanding any other provision of this Agreement to the contrary, if Executive is a "specified employee" within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Executive’s "separation from service" (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following Executive’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Executive in a lump-sum payment on the earlier of (i) the first regular payroll date of the Codeseventh month following Executive’s separation from service or (ii) the 10th business day following Executive’s death. The Company If Executive’s termination of employment hereunder does not constitute a "separation from service" within the meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of Executive’s employment and the Executive mutually intend which are subject to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Code Section 409A shall not be paid until Executive has experienced a "separation from service", or other permitted payment event, within the meaning of the Code Section 409A. In addition, to the extent applicablerequired by Code Section 409A, no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and (except as otherwise provided in Section 5(f) hereof) the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which Executive is entitled hereunder shall be made no later than the last day of the calendar year following the calendar year in which such expenses were incurred. Each severance installment contemplated under Section 7 hereof or other payment of “deferred compensation” (under this Agreement Code Section 409A) shall be treated as a separate payment for purposes in a series of separate payments under Treasury Regulation Section 409A of the Code1.409A-2(b)(2)(iii). In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by Neither the Company under this Agreement be made later than the end nor any of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive its affiliates shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated any liability or obligation to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive this Agreement does not comply with, or is a “specified employee” (within the meaning of not exempt from, Code Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.409A.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for For purposes of Section 409A of the Code, the regulations and other guidance there under and any state law of similar effect (collectively “Section 409A”), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. In Further, (i) no event may the severance or benefits to be paid or provided to Executive, directly if any, pursuant to this Agreement that, when considered together with any other severance payments or indirectlybenefits, designate the calendar year of any payment to be made are considered deferred compensation under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code409A, such amounts shall will be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits or otherwise provided under this Agreement that constitute deferred compensation until Executive has had a “separation from service” within the meaning of Section 409A, (ii) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) will be paid or otherwise provided until Executive has had an “involuntary separation from service” within the meaning of Section 409A, and (iii) in the case of (i) and (ii), any reference in this Agreement to “termination” or “termination of employment” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the Code payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to Executive. Any severance payments or benefits made in connection with Executive’s termination under this Agreement and provided on or before the 15th day of the 3rd month following the end of Executive’s first tax year in which Executive’s termination occurs or, if later, the 15th day of the 3rd month following the end of the Company’s first tax year in which Executive’s termination occurs, shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any additional payments or benefits provided in connection with Executive’s termination under this Agreement shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be provided no later than the last day of Executive’s 2nd taxable year following the taxable year in which Executive’s termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in connection with Executive’s termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Executive is, at the time of his termination, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such payment or benefit will not be provided until the first regularly scheduled payroll date that occurs on or after the date 6 months and 1 day following Executive’s termination and, on such date (or, if earlier, another date that occurs as soon as practicable after Executive’s death), Executive will receive all payments and benefits that would have been provided during such period in a single lump sum, if applicable. In addition, notwithstanding any other provision herein to the contrary, to the extent that any reimbursements or in-kind benefits under this Agreement or otherwise constitute non-exempt “nonqualified deferred compensation” within the meaning of Section 409A, then any such reimbursements and/or benefits (i) shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in promptly but no event shall reimbursements by the Company under this Agreement be made later than the end December 31st of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; expense was incurred by Executive, (ii) shall not in any way affect the amount of expenses eligible for reimbursement or in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide be provided in any other calendar year; , and (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may shall not be liquidated subject to liquidation or exchanged exchange for any other another benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.

Code Section 409A. This Notwithstanding any other provisions of this Agreement is intended to comply with or the requirements Plan, the Option granted hereunder shall not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of upon the CodeOptionee. The Company and In the Executive mutually intend to structure event it is reasonably determined by the payments and benefits described in this AgreementCommittee that, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account result of Section 409A of the Code, such amounts shall be paid to the personal representative transfer of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided Shares under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall may not be made or provided in accordance with at the requirements of time contemplated hereunder without causing the Optionee to be subject to taxation under Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to will make such reimbursements or to provide such in-kind benefits apply later than payment on the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, first day that would not result in the least restrictive manner necessary and without Optionee incurring any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to tax liability under Section 409A of the Code. Notwithstanding any other provision anything herein to the contrary, if at the time of this Agreement, in the event that Optionee’s termination of Employment with the Executive Company the Optionee is a “specified employee” (within the meaning of as defined in Section 409A of the Code and with the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such classification termination of Employment is necessary in order to be determined prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in accordance such payments or benefits ultimately paid or provided to the Optionee) until the date that is six months following the Optionee’s termination of Employment with the methodology established by Company (or the applicable employerearliest date as is permitted under Section 409A of the Code without any accelerated or additional tax). The Optionee is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Optionee in connection with the Option (including any taxes and penalties under Section 409A), amounts and benefits neither the Company nor any of its Subsidiaries shall have any obligation to indemnify or otherwise hold the Optionee (other than or any beneficiary) harmless from any or all of such taxes or penalties. If the Accrued ObligationsOption is considered “deferred compensation” subject to Section 409A, references in this Agreement and the Plan to “termination of Employment” and “separation from service” (and substantially similar phrases) that are deferred compensation (shall mean “separation from service” within the meaning of Section 409A 409A. For purposes of Section 409A, each payment that may be made in respect of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which Option is more than six (6) months following the Date of Terminationdesignated as a separate payment.

Code Section 409A. This Agreement It is intended to comply with the requirements of Section 409A intent of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend that this Agreement comply with Code Section 409A and the regulations issued pursuant thereto and the provisions of this Agreement shall be interpreted to structure the payments and benefits described be consistent therewith. Notwithstanding anything in this AgreementAgreement to the contrary, if any amount or benefits that the Company determines would constitute non-exempt “deferred compensation” for purposes of Code Section 409A would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service during a period in which the Executive is a specified employee as defined under Code Section 409A, then to the extent necessary to comply with Code Section 409A: (a) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of the Executive’s death or the first day of the seventh month following the Executive’s separation from services, and (b) if the payment or distribution is payable or provided over time, the amount of such non-exempt deferred compensation that would otherwise be payable or provided during the six-month period immediately following the Executive’s separation from service will be accumulated, and the Executive's other compensation, ’s right to receive payment or distribution of such accumulated amount or benefits will be exempt from or to comply with delayed until the requirements of Section 409A earlier of the Code to Executive’s death or the extent applicablefirst day of the seventh month following the Executive’s separation from services and paid or provided on the earlier of such dates, with interest, and the normal payment or distribution schedule for any remaining payments, distributions or benefits will commence. Each payment under this Agreement or otherwise (including any installment payments) shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.409A.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Company that such benefits will, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement will, to the extent practicable, be construed in accordance therewith. To the maximum extent permitted under Code Section 409A and its corresponding regulations, Severance Payments under this Agreement are intended to meet the requirements of the short-term deferral exemption under Code Section 409A and the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii). For purposes of the application of Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), each payment in a series of payments to the Executive will be deemed a separate payment. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply will not be permitted unless such deferrals follow Code Section 409A. In the event that the Company (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (within the meaning of as defined under Code Section 409A), any payment that is deemed to be deferred compensation under Code Section 409A of the Code and with such classification to be determined in accordance with made to the methodology established by Executive upon a separation from service may not be made before the applicable employerdate that is six (6) months after Executive’s separation from service (or death, if earlier), amounts and benefits (other than . To the Accrued Obligations) extent that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during Executive becomes subject to the six (6)-month period immediately following delay rule, all payments that would have been made to Executive during the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following her separation from service that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to Executive during the Date seventh (7th) month following her separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “termination of Terminationemployment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions will, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement will be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder will be deemed not to comply with Code Section 409A, then neither the Company, the Board, STRM, the Committee nor its or their affiliates designees or agents will be liable to any participant or other person for actions, decisions or determinations made in good faith.

Code Section 409A. This The intent of the parties is that payments and benefits under this Agreement is intended to comply with the requirements of or be exempt from Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend regulations and guidance promulgated thereunder (collectively “Section 409A”) and, accordingly, to structure the payments and benefits described in maximum extent permitted, this Agreement, and the Executive's other compensation, Agreement shall be interpreted to be exempt from or to comply with the requirements of Section 409A of the Code to the extent or in compliance therewith, as applicable. Each payment under this Agreement A termination of employment shall not be treated as a separate payment deemed to have occurred for purposes of Section 409A any provision of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to Agreement providing for the payment of any amounts delayed on account of or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of the Codeemployment, unless such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of the Code any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” All reimbursements as provided herein shall be made or provided payable in accordance with the requirements of Section 409A Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar taxable year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar taxable year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted incurred by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Codeyou. Notwithstanding any other provision section of this Agreement, if you are a "Specified Employee" at the time of your Separation from Service, payments or distribution of property to you provided under this Agreement, to the extent considered amounts deferred under a non-qualified deferred compensation plan (as defined in Section 409A) shall be deferred until the event six month anniversary of such Separation from Service and all such amounts that would have been paid during such period but for the Executive is a “specified employee” (within deferral shall be paid immediately upon the meaning six month anniversary of such Separation from Service to the extent required in order to comply with Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employerTreas. Reg. Section 1.409A-3(i)(2), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.

Code Section 409A. This Agreement is intended to comply with the requirements of with, or be exempt from, Code Section 409A of the Code or an exemption or exclusion therefrom and shall be interpreted consistent therewith and without resulting in all respects be administered any increase in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements owed hereunder by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this AgreementAgreement to the contrary, in the event that the Executive if Recipient is a “"specified employee” " within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Recipient’s "separation from service" (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following Recipient’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Recipient in a lump-sum cash payment on the earlier of (i) the first regular payroll date of the Code and with such classification to be determined seventh month following the month in accordance with which the methodology established by Recipient’s separation from service occurs or (ii) the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (10th business day following Recipient’s death. If Recipient’s termination of employment hereunder does not constitute a "separation from service" within the meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of Recipient’s employment and which are subject to Code Section 409A shall not be paid until Recipient has experienced a "separation from service", or other permitted payment event, within the meaning of Code Section 409A. If the 60 day Release period covers two taxable years, then to the extent required by Code Section 409A, any portion of the Code) Aggregate Settlement Amount that otherwise would otherwise be payable paid in such first taxable year instead shall be withheld and paid in such second taxable year. Neither the Company nor any of its Subsidiaries or provided under affiliates shall have any liability or obligation to Recipient in the event that this Agreement does not comply with, or is not exempt from, Code Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.409A.

Code Section 409A. This The Agreement is and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Code Section 409A. The Plan and all Awards shall be administered, interpreted, and construed in a manner constituent with the requirements of Code Section 409A or an exemption thereform. Should any provision of the Plan, the Agreement or any Award hereunder be found not to comply with, or otherwise be exempt from, the provisions of the Code Section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation or exclusion therefrom tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Plan during the six-month period immediately following the Employee’s separation from service shall in all respects instead be administered in accordance paid on the first business day after the date that is six months following the Executive’s termination date (or death, if earlier), with interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 409A 1274 of the Code. The Company and , for the Executive mutually intend month in which payment would have been made but for the delay in payment required to structure avoid the imposition of an additional rate of tax on the Employee under Section 409A. Any payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If Plan upon a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the Executive dies following foregoing, the Date of Termination Company makes no representations that the payments and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Plan comply with Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements Company be liable for all or to provide such in-kind benefits apply later than the Executive's remaining lifetime (any portion of any taxes, penalties, interest or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted other expenses that may be incurred by the applicable Treasury Regulations, the Company may, in consultation Employee on account of non-compliance with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.409A.

Code Section 409A. This Agreement is intended to comply For purposes of this Agreement, a termination of employment will be determined consistent with the requirements of rules relating to a “separation from service” as defined in Section 409A of the Code and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Executive’s termination of employment constitute deferred compensation subject to Section 409A, and Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or an exemption commence until the earlier of (i) the expiration of the 6-month period measured from Executive’s separation from service from the Company or exclusion therefrom (ii) the date of Executive’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Executive’s termination of employment and shall in all respects the first payment date but for the application of this provision, and the balance of the installments (if any) will be administered payable in accordance with their original schedule. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of 409A, the Code. The Company and the Executive mutually intend to structure the provision will be read in such a manner so that all payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to hereunder comply with the requirements of Section 409A of the Code to 409A. To the extent applicable. Each any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be treated as deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payment payments for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations. In no event may Except as otherwise expressly provided herein, to the Executive, directly extent any expense reimbursement or indirectly, designate the calendar year provision of any payment in-kind benefit under this Agreement is determined to be made under this Agreement. If the Executive dies following the Date of Termination and prior subject to the payment of any amounts delayed on account of Section 409A of the Code, the amount of any such amounts shall be paid to expenses eligible for reimbursement, or the personal representative provision of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and any in-kind benefits provided under this Agreement that constitute deferred compensation within benefit, in one calendar year shall not affect the meaning of Section 409A of the Code shall be made expenses eligible for reimbursement in any other taxable year (except for any lifetime or provided in accordance with the requirements of Section 409A of the Codeother aggregate limitation applicable to medical expenses), including, without limitation, that (i) in no event shall reimbursements by any expenses be reimbursed after the Company under this Agreement be made later than the end last day of the calendar year next following the calendar year in which the applicable fees Executive incurred such expenses, and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall any right to reimbursement or the Company's obligations to make such reimbursements or to provide such provision of any in-kind benefits apply later than the Executive's remaining lifetime (benefit be subject to liquidation or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided exchange for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Terminationanother benefit.

Code Section 409A. This (a) Anything in this Agreement is intended to comply with the requirements of Section 409A contrary notwithstanding, if at the time of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt EMPLOYEE’s separation from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation service within the meaning of Section 409A of the Code shall be made IRC, TBOP’s stock is publicly traded on an established securities market or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees otherwise and expenses were incurred; provided TBOP determines that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive EMPLOYEE is a “specified employee” (within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code IRC, then to the extent any payment or benefit that the EMPLOYEE becomes entitled to under this Agreement on account of the EMPLOYEE’s separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the IRC as a result of the application of Section 409A(a)(2)(B)(i) of the IRC, such payment shall not be payable and with such classification to benefit shall not be determined provided until the date that is the earlier of (i) six months and one day after the EMPLOYEE’s separation from service, or (ii) the EMPLOYEE’s death. The first installment payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination their original schedule. Any such delayed cash payment shall instead be paid, with earn interest on any delayed payment at an annual rate equal to the applicable federal short-term rate provided published by the Internal Revenue Service for the month in Section 7872(f)(2)(Awhich the date of separation from service occurs, from such date of separation from service until the payment. To the extent that the foregoing applies to the provision of any ongoing medical benefits to the EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by the EMPLOYEE, the EMPLOYEE shall pay the full costs of premiums for such medical benefits during the six-month period and TBOP shall pay the EMPLOYEE an amount equal to the amount of such premiums paid by the EMPLOYEE during the six-month period within ten (10) days after the conclusion of the Code, on the first business day which is more than six (6) months following the Date of Terminationsuch period.

Code Section 409A. This Agreement To the extent applicable, it is intended to that this Agreement and any payment made hereunder shall comply with the requirements of Section 409A of the Code Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in all respects be administered in accordance with respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A of shall have no force or effect until amended in the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or least restrictive manner necessary to comply with the requirements of Code Section 409A of the Code 409A, which amendment may be retroactive to the extent applicable. permitted by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A of the Code. 409A. In no event may the ExecutiveEmployee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Code Section 409A of the Code409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's ’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's Employee’s remaining lifetime (or if longer, through the twentieth (20th) anniversary lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Effective Date). Prior Employee’s choice prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify executing this Agreement, in and the least restrictive manner necessary and without any diminution in the value of the payments to the ExecutiveEmployee further acknowledges that, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the event that consequences or characterization (including for purpose of tax withholding and reporting) of the Executive is a “specified employee” (within the meaning payment of any compensation or benefits hereunder under Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning any similar sections of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Terminationstate tax law.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company (and the Executive mutually intend to structure the benefits and payments and benefits described in provided for under this Agreement, and the Executive's other compensation, ) are intended to be exempt from or to comply with the requirements of Section 409A of the Internal Revenue Code to of 1986, as amended, and the extent applicable. Each payment under regulations and other guidance issued thereunder (“Code Section 409A”), and this Agreement shall be treated as interpreted and administered in a separate payment manner consistent with that intention; provided, however, that under no circumstances shall the Company or a Subsidiary be liable for purposes any additional tax or other sanction imposed upon the Grantee, or other damage suffered by the Grantee, on account of Section 409A of this Agreement (or the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made benefits and payments provided for under this Agreement. If the Executive dies following the Date ) being subject to and not in compliance with Code Section 409A. For purposes of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner if necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of additional taxes upon the Grantee under Code Section 409A, the Grantee’s employment will not be considered to have terminated until and penalties on if the Executive pursuant to Section 409A Grantee has experienced, in respect of the CodeCompany or a Subsidiary (or successor thereto), as applicable, a “separation from service” within the meaning of Treasury Regulation section 1.409A-1(h). Notwithstanding any other provision Where Common Stock is required by this Agreement to be issued to the Grantee (and where dividend equivalent amounts are required to be paid to the Grantee) within a 15 day period following an applicable vesting date, the Company shall determine when during that 15 day period the Common Stock will be issued and the dividend equivalent amount will be paid to the Grantee. If and to the extent necessary to avoid the imposition of this Agreementadditional taxes upon the Grantee under Code Section 409A, in if the event that Grantee is entitled to receive Common Stock or dividend equivalent amounts upon or as a result of the Executive Grantee’s separation from service, and if the Grantee is a “specified employee” (within the meaning of Section 409A Treasury Regulation section 1.409A-1(i)) on the date of his or her separation from service, notwithstanding any other provision of this Agreement to the contrary, such Common Stock shall be issued and such dividend equivalent amounts shall be paid to the Grantee no earlier than the earliest to occur of (i) the day next following the date that is the six-month anniversary of the Code date of the Grantee’s separation from service, or (ii) the date of the Grantee’s death. Diplomat Pharmacy, Inc. By Name: Its: The undersigned hereby acknowledges having read this Agreement and with such classification agrees to be determined in accordance with the methodology established bound by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.all provisions set forth herein. Dated as of: GRANTEE: Name:

Code Section 409A. This (a) Anything in this Agreement is intended to comply with the requirements of Section 409A contrary notwithstanding, if at the time of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt EMPLOYEE’S separation from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation service within the meaning of Section 409A of the Code shall be made IRC, TBOP’s stock is publicly traded on an established securities market or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees otherwise and expenses were incurred; provided TBOP determines that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive EMPLOYEE is a “specified employee” (within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code IRC, then to the extent any payment or benefit that the EMPLOYEE becomes entitled to under this Agreement on account of the EMPLOYEE’s separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the IRC as a result of the application of Section 409A(a)(2)(B)(i) of the IRC, such payment shall not be payable and with such classification to benefit shall not be determined provided until the date that is the earlier of (i) six months and one day after the EMPLOYEE’s separation from service, or (ii) the EMPLOYEE’s death. The first installment payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination their original schedule. Any such delayed cash payment shall instead be paid, with earn interest on any delayed payment at an annual rate equal to the applicable federal short-term rate provided published by the Internal Revenue Service for the month in Section 7872(f)(2)(Awhich the date of separation from service occurs, from such date of separation from service until the payment. To the extent that the foregoing applies to the provision of any ongoing medical benefits to the EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by the EMPLOYEE, the EMPLOYEE shall pay the full costs of premiums for such medical benefits during the six-month period and TBOP shall pay the EMPLOYEE an amount equal to the amount of such premiums paid by the EMPLOYEE during the six-month period within ten (10) days after the conclusion of the Code, on the first business day which is more than six (6) months following the Date of Terminationsuch period.

Code Section 409A. This Agreement is intended to comply with the requirements of Code Section 409A of the Code 409A, or to qualify for an exemption or exclusion therefrom thereunder, and shall in all respects be construed and administered in accordance with a manner which does not result in additional tax or interest to Employee under Code Section 409A 409A. Notwithstanding any other provision of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, payments provided under this Agreement may only be made upon an event and the Executive's other compensation, to be exempt from or to comply in a manner that complies with the requirements of Code Section 409A of the or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent applicablepossible. Each For purposes of Code Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Codepayment. In no event may the Executive, directly or indirectly, designate the calendar year of any payment Any payments to be made under this Agreement. If the Executive dies following the Date Agreement upon a termination of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts employment shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall only be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to upon a “change of controlseparation from service” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of as defined under Code Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive 409A. If Employee is a “specified employee” (within the meaning of Code Section 409A(a)(2)(B) or any successor provision thereto), then with regard to any payment or provision of benefit that is subject to Code Section 409A as deferred compensation and is due upon or as a result of Employee’s “separation from service,” notwithstanding any contrary provision under this Agreement, such payment or benefit shall not be made or provided, to the extent making or providing such payment or benefit would result in additional taxes or interest under Code Section 409A, until the date which is the earlier of (A) expiration of the Code six (6)‐month period measured from such “separation from service,” and with (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of such classification delay) shall be paid or reimbursed to Employee in a lump‐sum, and any remaining payments and benefit due under this Agreement shall be determined paid or provided in accordance with the methodology established by normal payment dates specified for them in this Agreement. To the applicable employer), amounts extent that payments and benefits (other than the Accrued Obligations) that under this Agreement are deferred compensation (within the meaning of subject to Code Section 409A and are contingent upon Employee’s taking any employment‐related action, including without limitation execution (and non‐revocation) of another agreement, such as a release agreement, and the Codeperiod within which such action(s) may be taken by Employee would begin in one calendar year and expire in the Employee Initials _____ following calendar year, then such amounts or benefits shall be paid in such following calendar year. With respect to any taxable reimbursements or in-kind benefits provided for under this Agreement or otherwise payable to Employee, Cxxxxxxx (a) shall make all such reimbursements no later than Employee’s taxable year following the taxable year in which the expense was incurred, (b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for other benefits. Notwithstanding the foregoing, Cxxxxxxx makes no representations that would otherwise be payable or the payments and benefits provided under this Agreement comply with Code Section 4(a)(i) 409A and in no event shall Cxxxxxxx be liable for all or 4(b)(i) during the six (6)-month period immediately following the Date any portion of Termination shall instead any taxes, penalties, interest or other expenses that may be paid, incurred by Employee on account of non-compliance with interest on any delayed payment at the applicable federal rate provided for in Code Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.409A.

Code Section 409A. This (a) The payments under this Agreement is are intended to either comply with the requirements of or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (and such other Treasury or an exemption or exclusion therefrom Internal Revenue Service guidance) as in effect from time to time (“Code Section 409A”), including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and shall in all respects in-kind distributions, and will be administered administered, construed, and interpreted in accordance with Section 409A such intent. If any provision of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, Agreement needs to be exempt from or revised to comply with satisfy the requirements of Code Section 409A 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 such modification will attempt to maintain the extent applicablesame economic results as were intended under this Agreement. Each payment under this Agreement shall is intended to be treated as one of a series of separate payment for purposes of Code Section 409A of the Codeand Treas. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this AgreementReg. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30§1.409A-2(b)(2)(iii) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Dateany similar or successor provisions). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, Notwithstanding anything in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of contrary, to the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive extent Employee is considered a “specified employee” (within the meaning of as defined in Code Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(iTreas. Reg. §1.409A-1(c)(i) or 4(b)(iany similar or successor provision) and would be entitled to a payment during the six (6)-month period immediately following beginning on the Termination Date of Termination shall instead 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 paid, with interest on any delayed payment at made to Employee until the applicable federal rate provided for in Section 7872(f)(2)(A) earlier of the Code, six (6)-month anniversary of Employee’s Termination Date or Employee’s death and will be accumulated and paid on the first business day which is more than six (6) months of the seventh 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 Termination.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 requirements of Code Section 409A.

Code Section 409A. This Agreement is Awards under the Plan are intended either to comply with the requirements of qualify for an exemption from Code Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements thereof, and shall be construed accordingly. Notwithstanding anything in the Plan or any Award or agreement thereunder to the contrary, any settlement, payments or benefits due under the Plan or any Award or agreement thereunder that constitute non-exempt “deferred compensation” (as defined in Code Section 409A) that are otherwise payable by reason of a termination of Continuous Service will not be settled, paid or provided until a Participant has undergone a “separation from service” (as defined in Code Section 409A) and if a settlement, payment or benefit provided for in the Plan or any Award or agreement thereunder would be subject to additional tax under Code Section 409A if settled, paid or provided within six (6) months after a Participant’s separation from service, then such settlement, payment or benefit shall not be settled, paid or provided during the six-month period immediately following such Participant’s separation from service except as provided in the immediately following sentence. In such an event, any settlement, payment or benefits that otherwise would have been made or provided during such six-month period and that would have incurred such additional tax under Code Section 409A shall instead be settled, paid or provided in a lump sum payment on the first day following the termination of such six-month period or, if earlier, within ten days following the date of the Code Participant’s death. A Participant’s right to receive any installment settlements or payments under the extent applicable. Each payment under this Agreement Plan shall be treated as a right to receive a series of separate payments and accordingly, each such installment shall at all times be considered a separate and distinct payment as permitted under Code Section 409A. None of the Company, its Affiliates or their respective directors, officers, employees or advisors will be held liable for purposes any taxes, interest or other amounts owed by any Participant as a result of the application of Code Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Terminationotherwise.

Code Section 409A. This Payments made pursuant to this Agreement is are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to otherwise comply with the requirements provisions of Code Section 409A of the Code to the extent applicable. Each payment The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments 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 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 treated as a separate payment for purposes of Section 409A of payment. Although this Agreement and the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment payments provided hereunder are intended to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made exempt from or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement 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 of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding or any other provision of federal, state, local, or non-United States law. None of the 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, in and the event that Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Executive is a “specified employee” (within Director from the meaning of obligation to pay any taxes pursuant to Code Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.409A.

Code Section 409A. This Letter Agreement is intended to comply with the requirements of Section 409A of the Code Internal Revenue Code, as amended from time to time, and its implementing regulations and guidance (“Section 409A”). Executive hereby agrees that the Company may, without further consent from Executive, make the minimum changes to this Letter Agreement as may be necessary or an exemption appropriate to avoid the imposition of additional taxes or exclusion therefrom and shall in all respects be administered in accordance with penalties to Executive pursuant to Section 409A of the Code. 409A. The Company and the Executive mutually intend to structure cannot guarantee that the payments and benefits described in that may be paid or provided pursuant to this Agreement, Letter Agreement will satisfy all applicable provisions of Section 409A. If and to the Executive's other compensation, to be exempt from or extent required to comply with Section 409A, any payment or benefit required to be paid under this Agreement on account of termination of Executive’s employment or service (or any other similar term) shall be made only in connection with a “separation from service” with respect to Executive within the requirements meaning of Section 409A of 409A. Notwithstanding anything in this Letter Agreement to the Code contrary or otherwise, except to the extent applicable. Each payment under any expense, reimbursement or in-kind benefit provided pursuant to this Agreement shall be treated as Section does not constitute a separate payment for purposes “deferral of compensation” within the meaning of Section 409A 409A: (i) the amount of the Code. In no event may the Executive, directly expenses eligible for reimbursement or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within to Executive during any calendar year will not affect the meaning amount of Section 409A of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year; (ii) the Code reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or provided in accordance with before the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end last day of the calendar year next following the calendar year in which the applicable fees and expenses were expense is incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (iiiii) the amount of right to payment or reimbursement or in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits hereunder may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreementthe foregoing, in the event that the Executive is a “specified employee” (within as described in Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Section 409A, then no such payment or benefit shall be made before the meaning of date that is six months after the Executive’s “separation from service” (as described in Section 409A 409A) (or, if earlier, the date of the Code Executive’s death). Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. Sincerely yours, American Robotics, Inc. By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President I have read and accept this Letter Agreement: /s/ Xxxxx Xxxxx Xxxxx Xxxxx Dated: August 5, 2021 EXHIBIT A AMERICAN ROBOTICS, INC. Xxxxxx and Release of Claims I understand that this Release Agreement (“Release”), constitutes the complete, final, and exclusive embodiment of the entire agreement between American Robotics, Inc. (the “Company”) and me with such classification regard to be determined in accordance with the methodology established subject matter hereof. I am not relying on any promise or representation by the applicable employerCompany that is not expressly stated herein. In consideration of my receipt of the Severance Compensation under Section 6 of the Letter Agreement between me and the Company dated August 5, 2021 (the “Letter Agreement”), amounts I, for myself, my heirs, attorneys, representatives, executors, administrators, successors and assigns, hereby release, acquit and forever discharge, to the full extent permitted by law, the Company, its parents, subsidiaries, affiliates, and each of their past and current direct or indirect, officers, directors, agents, employees, shareholders, members, partners, consultants, insurers, agents, attorneys, fiduciaries, employment benefits plans and programs, successors and assigns (collectively, the “Releasees”), of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Accrued ObligationsCompany), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company or its past and current parent, subsidiaries or affiliates, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; and claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act, as amended (“ADEA”). I also acknowledge that the consideration given under the Letter Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled, and that I am entitled to the Severance Compensation under the Letter Agreement only if I sign and do not revoke this Release. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that are deferred compensation may arise after the date I execute this Release; (within B) I have the meaning right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days after the date this Release is presented to me to sign to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of Section 409A this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor or released party.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, defame, or slander the Company or its present subsidiaries, affiliates, officers, or directors, or any of the Code) Company’s products or services, in any manner that would otherwise be payable cause damage to the Company or provided under Section 4(a)(i) its present subsidiaries, affiliates, officers, or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Terminationdirectors.

Code Section 409A. This Agreement is intended to be exempt from, or otherwise comply with the requirements of with, Code Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. 409A. The Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Code Section 409A; however, the Company does not guarantee any particular tax effect to Executive mutually intend to structure the payments and benefits described in under this Agreement, and the Executive's other compensation, shall not be liable to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each Executive for any payment made under this Agreement shall be treated as a separate payment for purposes at the direction or consent of Section 409A of the Code. In no event may the Executive, directly which is determined to result in an additional tax, penalty or indirectlyinterest under Code Section 409A, designate the calendar year of nor for reporting in good faith any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior Agreement as an amount includible in gross income under Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if a payment of any amounts delayed obligation arises on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the ’s separation from service while Executive is a “specified employee,” (within as described in Code Section 409A, and as determined by the meaning of Section 409A of the Code and with such classification to be determined Company in accordance with its procedures, by which determination Executive shall be bound, any payment of “deferred compensation” as defined under Code Section 409A, after giving effect to the methodology established by the applicable employer)exemptions available under Code Section 409A, amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise shall be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, made on the first business day which is more than six (6) months of the seventh month following the Date date of Termination.Executive’s separation from service, or, if earlier, within fifteen (15) days after the appointment of the personal representative or executor of Executive’s estate following his death. IN WITNESS THEREOF, the Company has caused this Agreement to be executed and its seal affixed hereunto by its duly authorized officer, and Executive has signed this Agreement, all as of the day and year first above written. IMPERIAL SUGAR COMPANY /s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx President and Chief Executive Officer ATTEST: /s/ Xxxxx XxXxxxx Assistant Secretary [SEAL] EXECUTIVE /s/ Xxxxxxx X. Xxxxxxxxxx

Code Section 409A. This The Agreement is and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Code Section 409A. The Plan and all Awards shall be administered, interpreted, and construed in a manner constituent with the requirements of Code Section 409A or an exemption thereform. Should any provision of the Plan, the Agreement or any Award hereunder be found not to comply with, or otherwise be exempt from, the provisions Chesapeake Energy Corporation Notice of PSU Award of the Code Section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation or exclusion therefrom tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Plan during the six-month period immediately following the Employee’s separation from service shall in all respects instead be administered in accordance paid on the first business day after the date that is six months following the Executive’s termination date (or death, if earlier), with interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 409A 1274 of the Code. The Company and , for the Executive mutually intend month in which payment would have been made but for the delay in payment required to structure avoid the imposition of an additional rate of tax on the Employee under Section 409A. Any payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If Plan upon a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the Executive dies following foregoing, the Date of Termination Company makes no representations that the payments and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Plan comply with Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A. Chesapeake Energy Corporation Notice of PSU Award Notice of PSU Award Chesapeake Energy CorporationID: 73-13957336100 X. Xxxxxxx XxxxxxXxxxxxxx Xxxx, XX 00000 Xxxxxx X. XxXxxxxxx0000 Xxxxxxxx XxxxxXxxxxxxx Xxxx, XX 00000 Plan: Chesapeake Energy Corporation Amended and Restated Long Term Incentive PlanID: 010106 Effective January 29, 2013 (the “Grant Date”), you have been granted an Award of a number (the Target PSU Allocation, specified below) of Performance Share Units (“PSUs”) by Chesapeake Energy Corporation (the “Company's obligations ”). This Award entitles you to make such reimbursements the right to receive a cash payment for each PSU awarded in an amount equal to the Final PSU Value (as defined below) on the Payment Date specified below. The number of PSUs awarded is subject to adjustment pursuant to the level of performance respecting the Performance Measures over the Performance Period, as determined by the Committee and as set forth below. This Award is further subject to the vesting requirements set forth below. Grant Date Value of Target Award: $6,750,000 Target PSU Allocation: 324,680 Last Day of the Performance Period: 12/31/2015 Payment Date: Any payment earned pursuant to this Award shall be made as soon as practicable after the Committee certifies the Company’s performance respecting the performance goals on or to provide such in-kind benefits apply following January 1, 2016, but in no case later than the Executive's remaining lifetime (or if longerMarch 15, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination2016.

Code Section 409A. This Agreement To the extent applicable, it is intended to that this Agreement and Release comply with or as applicable, constitute a short-term deferral or otherwise be exempt from the requirements provisions of Section 409A of the Internal Revenue Code or an exemption or exclusion therefrom of 1986, as amended and shall in all respects the regulations and guidance promulgated there under (“Section 409A”). This Agreement and Release will be administered and interpreted in accordance a manner consistent with this intent, and any provision that would cause this Agreement and Release to fail to satisfy Section 409A of the Code. The Company will have no force and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or effect until amended to comply with the requirements of Section 409A of the Code therewith (which amendment may be retroactive to the extent applicablepermitted by Section 409A). Each payment You and Knight agree that your termination of employment shall be considered a “separation from service” from the Company within the meaning of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement and Release during the six-month period immediately following your separation from service shall instead be paid on the first business day after the date that is six months following your termination of employment (or upon your death, if earlier). In addition, for purposes of this Agreement and Release, each amount to be paid or benefit to be provided to you pursuant to this Agreement and Release shall be treated construed as a separate identified payment for purposes of Section 409A 409A. With respect to expenses eligible for reimbursement under the terms of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within and Release, (i) the meaning amount of Section 409A such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of the Code such expenses shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and related expenses were incurred; provided , except, in each case, to the extent that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or reimbursement does not provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change deferral of controlcompensation” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A or as otherwise set forth in Paragraph 2 of this Agreement and Release. The Company makes no representation that any or all of the payments described in this Agreement and Release will be exempt from or comply with Section 409A of the Code and with such classification makes no undertaking to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of preclude Section 409A of the Code) Code from applying to any such payment. You understand and agree that would otherwise you shall be payable or provided solely responsible for the payment of any taxes and penalties incurred under Section 4(a)(i) or 4(b)(i) during 409A. We appreciate your service to Knight, and we wish you the six (6)-month period immediately following the Date best in all your future endeavors. Sincerely yours, Knight Capital Americas LLC By: /s/ Sxxxxx Bisgay________________ Sxxxxx Xxxxxx Executive Vice President, Chief Operating Officer and Chief Financial Officer Knight Capital Group, Inc. On behalf of Termination shall instead be paidKnight Capital Americas LLC _/s/ Al Lhota______________________ Date: _June 28, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) 2013______ Ax Xxxxx Subscribed and sworn to before me This 28 day of__June________2013 _/s/ Jillian Doyle__________________ Notary Public, State of the CodeConnecticut My Commission Expires Aug. 31, on the first business day which is more than six (6) months following the Date of Termination.2007 NOTARY PUBLIC ATTACHMENT A

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement to the contrary, the parties to this Agreement intend that this Agreement will satisfy the applicable requirements, if any, of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (collectively hereinafter referred to as “409A”) in a manner that will preclude the imposition of additional taxes and interest imposed under 409A. The parties agree that the Agreement will be amended (as determined by the Company in consultation with Executive) to the extent necessary to comply with 409A, as amended from time to time, and the notices and other guidance of general applicability issued thereunder. Notwithstanding anything in this Agreement to the contrary, if any amounts that become due under this Agreement on account of Executive’s termination of employment constitute “nonqualified deferred compensation” within the meaning of 409A, payment of such amounts will not commence until Executive incurs a Separation from Service, as defined under 409A). If, at the time of Executive’s termination of employment under this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer409A), any amounts and benefits (other than the Accrued Obligations) that are constitute “nonqualified deferred compensation (compensation” within the meaning of Section 409A that become payable to Executive on account of Executive’s Separation from Service (including any amounts payable pursuant to the preceding sentence) will not be paid or commence earlier than the first day of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately seventh month following the Date date of Termination shall instead be paid, with interest on any delayed payment at Executive’s termination of employment (the applicable federal rate provided for in Section 7872(f)(2)(A“409A Suspension Period”). Within fourteen (14) calendar days after the end of the Code409A Suspension Period, on Executive will be paid a lump sum equal to any payments delayed because of the first business day which preceding sentence. Thereafter, Executive will receive any remaining benefits as if there had not been an earlier delay. Each payment due under this Agreement is more than six (6treated as a separate payment for purposes of Treasury Regulations Sections 1.409A-1(b)(4)(F) months following the Date of Terminationand 1.409A-2(b)(2).

Code Section 409A. This Notwithstanding any other provision in this Agreement is intended to comply with the requirements of contrary, if and to the extent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code or an exemption or exclusion therefrom Section 409A, and shall in all respects this Agreement shall, to the extent practicable, be administered construed in accordance with therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A of in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the Code. The Company event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and the Executive mutually intend Employee is determined to structure be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to the Employee upon a separation from service may not be made before the date that is six months after the Employee’s separation from service (or death, if earlier). To the extent that the Employee becomes subject to the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to the Employee during the six months following his separation from service, if any, will be accumulated and benefits paid to the Employee during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, and the Executive's other compensation, to phrase “termination of employment” or similar phrases will be exempt from or to comply interpreted in accordance with the requirements of term “separation from service” as defined under Code Section 409A of the Code if and to the extent applicable. Each payment required under this Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be treated as deemed to be a separate payment for purposes of Code Section 409A of the Code. In no event may the Executive409A. Further, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no the event shall reimbursements by that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions shall, to the Company under this Agreement extent practicable, be deemed to be made later than the end a part of the calendar year next following the calendar year in which the applicable fees this Agreement, and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide terms used in any given calendar year this Agreement shall not affect the in-kind benefits that the Company is obligated to pay or provide be construed in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements accordance with Code Section 409A if and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Codeextent required. Notwithstanding any other provision of this AgreementFurther, in the event that this Agreement or any benefit thereunder shall be deemed not to comply with Code Section 409A, then neither the Executive is a “specified employee” (within Corporation, the meaning of Section 409A of Board, the Code and with such classification Compensation Committee nor its or their designees or agents shall be liable to be determined Employee or other person for actions, decisions or determinations made in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Terminationgood faith.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for For purposes of Section 409A of the Code, the regulations and other guidance there under and any state law of similar effect (collectively “Section 409A”), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. In Further (i) no event may the severance or benefits to be paid or provided to Executive, directly if any, pursuant to this Agreement that, when considered together with any other severance payments or indirectlybenefits, designate the calendar year of any payment to be made are considered deferred compensation under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code409A, such amounts shall will be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits or otherwise provided under this Agreement that constitute deferred compensation until Executive has had a “separation from service” within the meaning of Section 409A, (ii) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) will be paid or otherwise provided until Executive has had an “involuntary separation from service” within the meaning of Section 409A, and (iii) in the case of (i) and (ii), any reference in this Agreement to “termination” or “termination of employment” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the Code payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to Executive. Any severance payments or benefits made in connection with Executive’s termination under this Agreement and provided on or before the 15th day of the 3rd month following the end of Executive’s first tax year in which Executive’s termination occurs or, if later, the 15th day of the 3rd month following the end of the Company’s first tax year in which Executive’s termination occurs, shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any additional payments or benefits provided in connection with Executive’s termination under this Agreement shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be provided no later than the last day of Executive’s 2nd taxable year following the taxable year in which Executive’s termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in connection with Executive’s termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Executive is, at the time of Executive’s termination, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such payment or benefit will not be provided until the first regularly scheduled payroll date that occurs on or after the date six (6) months and one (1) day following Executive’s termination and, on such date (or, if earlier, another date that occurs as soon as practicable after Executive’s death), Executive will receive all payments and benefits that would have been provided during such period in a single lump sum, if applicable. In addition, notwithstanding any other provision herein to the contrary, to the extent that any reimbursements or in-kind benefits under this Agreement or otherwise constitute non- exempt “nonqualified deferred compensation” within the meaning of Section 409A, then any such reimbursements and/or benefits (i) shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in promptly but no event shall reimbursements by the Company under this Agreement be made later than the end December 31st of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; expense was incurred by Executive, (ii) shall not in any way affect the amount of expenses eligible for reimbursement or in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide be provided in any other calendar year; , and (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may shall not be liquidated subject to liquidation or exchanged exchange for any other another benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.

Code Section 409A. This To the extent applicable, the intent of the parties is that payments and benefits under this Agreement is intended to comply with the requirements of with, or be exempt from, Section 409A of the Internal Revenue Code or an exemption or exclusion therefrom of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in all respects be administered compliance therewith. Notwithstanding any provision of this Agreement to the contrary, in the event that Executive is a “specified employee” within the meaning of Code Section 409A (as determined in accordance with the methodology established by MVB as in effect on the date of termination of Executive’s employment) (a “specified employee”), any payments or benefits that are considered non-qualified deferred compensation subject to Code Section 409A payable under this Agreement on account of a “separation from service” during the Code. The Company and six (6) month period immediately following the Executive mutually intend to structure separation from service shall instead be paid on the payments and benefits described in this Agreement, and first business day after the date that is six (6) months following Executive's other compensation, to be exempt ’s “separation from or to comply with service” within the requirements meaning of Code Section 409A or, if earlier, upon Executive’s death. For purposes of the Code Section 409A, Executive’s right to the extent applicable. Each payment under receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate payment for purposes of Section 409A of the Codeand distinct payments. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this AgreementAgreement that is considered nonqualified deferred compensation. If References to termination of employment and similar terms in Paragraph 6 of this Agreement shall mean a “separation from service” within the Executive dies following the Date meaning of Termination Code Section 409A. With regard to any provision herein that provides for reimbursement of costs and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and expenses or in-kind benefits provided under this Agreement that constitute are considered non-qualified deferred compensation within the meaning of subject to Code Section 409A of the 409A, except as permitted by Code shall be made or provided in accordance with the requirements of Section 409A of the Code409A, including, without limitation, that (i) in no event the right to reimbursement or in-kind benefits shall reimbursements by the Company under this Agreement not be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice subject to liquidation or exchange for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide in benefits, provided during any given calendar taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide be provided, in any other calendar year; taxable year and (iii) such payments shall be made on or before the last day of Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately ’s taxable year following the Date of Termination shall instead be paid, with interest on any delayed payment at taxable year in which the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Terminationexpense occurred.

Code Section 409A. This Employer shall, with the consent of Executive, timely amend this Agreement is intended as many times as may be required so that adverse tax consequences to Executive under Code Section 409A, including the imposition of any additional tax and interest penalties are avoided. If Employer fails to timely amend the Agreement to comply with Code Section 409A, or if Executive has timely provided his consent to any such amendment but still incurs an adverse tax consequence under Code Section 409A, Employer shall make a 409A Tax Gross Up Payment to Executive within the requirements thirty (30) day period immediately prior to the date on which Executive is required under applicable law to pay the additional tax imposed under Code Section 409A, but not earlier than the six (6) month anniversary of the date of Executive’s “separation from service,” as defined in Code Section 409A (or the date of death, if earlier) and the payment shall be made in a lump sum without interest on that six (6) month anniversary. For purposes of this Section 9.1l, it is the intent of the parties that the Agreement and any related Plan or arrangement be amended only to the extent required to comply with Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A and that the intended benefits to Executive, including the amount, form and timing of the Code. The Company and the Executive mutually intend to structure the payments and such benefits described as specified in this Agreement, and the Executive's other compensation, to will be exempt from or to comply with the requirements of Section 409A of the Code preserved to the greatest extent applicablepossible. Each payment under this Agreement shall be treated as a separate payment for For purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, “409A Tax Gross Up Payment” shall mean a payment to or on behalf of Executive which shall be sufficient to pay, in the event that the Executive is a “specified employee” full, (within the meaning of a) any additional tax imposed under Code Section 409A of the Code and with such classification on any amount or benefit to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable paid or provided under this Agreement, (b) any reasonable legal, accounting or tax preparation fees incurred by Executive as a result of any adverse tax consequences incurred by Executive under Code Section 4(a)(i409A, and (c) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paidany federal, with interest on state and local income tax, any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) social security and other employment tax, as a result of the Codepayments described under (a) and (b) and the aggregate amount of additional tax payments described in this clause (c) but, (d) excluding any interest or penalties assessed by the Internal Revenue Service on Executive which are attributable to Executive’s willful misconduct or negligence. Notwithstanding the first business day which is more than six (6) months following the Date above, no 409A Gross Up Payment will be made if Executive fails to timely consent to any amendment of Terminationthis Agreement reasonably proposed by Employer pursuant to this Section 9.11.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for For purposes of Section 409A of the Code, the regulations and other guidance there under and any state law of similar effect (collectively "Section 409A"), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. In Further (i) no event may the severance or benefits to be paid or provided to Executive, directly if any, pursuant to this Agreement that, when considered together with any other severance payments or indirectlybenefits, designate the calendar year of any payment to be made are considered deferred compensation under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code409A, such amounts shall will be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits or otherwise provided under this Agreement that constitute deferred compensation until Executive has had a "separation from service" within the meaning of Section 409A, (ii) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that are intended to be exempt from Section 409A pursuant to Treasury Regulation Section l.409A-l{b)(9)(iii) will be paid or otherwise provided until Executive has bad an "involuntary separation from service" within the meaning of Section 409A, and (iii) in the case of (i) and (ii), any reference in this Agreement to "termination•·or "termination of employment" or any similar term shall be construed to mean a "separation from service" within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the Code payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be-so exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to Executive. Any severance payments or benefits made in connection with Executive's termination under this Agreement and provided on or before the 15th day of the 3rdmonth following the end of Executive's first tax year in which Executive's termination occurs or, if later, the 15th day of the 3rd month following the end of the Company's first tax year in which Executive's termination occurs, shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section l.409A-l(b)(4) and any additional payments or benefits provided in connection with Executive's termi11ation under this Agreement shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be provided no later than the last day of Executive's 2nd taxable year following the taxable year in which Executive's termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in connection with Executive's termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section l.409A-l(b)(4), Treasury Regulation Section l.409A-l{b)(9)(iii), or any other applicable exemption and Executive is, at the time of Executive's termination, a "specified employee," as defined in Treasury Regulation Section l.409A-I (i), each such payment or benefit will not be provided until the first regularly scheduled payroll date that occurs on or after the date six (6) months and one (1) day following Executive's termination and, on such date (or, if earlier, another date that occurs as soon as practicable after Executive's death), Executive will receive all payments and benefits that would have been provided during such period in a single lump sum, if applicable. In addition, notwithstanding any other provision herein to the contrary, to the extent that any reimbursements or in-kind benefits under this Agreement or otherwise constitute non- exempt "nonqualified deferred compensation" within the meaning of Section 409A, then any such reimbursements and/or benefits (i) shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in promptly but no event shall reimbursements by the Company under this Agreement be made later than the end December 31st of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; expense was incurred by Executive, (ii) shall not in any way affect the amount of OocuSign Envelope ID: AE44FA8A-DECF-41DD-ACE9-CD05A9F3BTTC expenses eligible for reimbursement or in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide be provided in any other calendar year; , and (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may shall not be liquidated subject to liquidation or exchanged exchange for any other another benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.

Code Section 409A. This The RSUs and this Agreement is are intended to comply with the requirements of be excepted from coverage under Code Section 409A and shall be interpreted and construed accordingly. In the event that the Grantee is a “specified employee” within the meaning of Code Section 409A, and a payment or benefit provided for under this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Grantee’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit shall not be paid (or commence) during the six (6) month period immediately following the Grantee’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six (6) month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to the Grantee in a lump-sum, without interest, on the earlier of (i) the first business day of the Code seventh month following the month in which the Grantee’s separation from service occurs or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of (ii) the Codetenth business day following the Grantee’s death (but not earlier than if such delay had not applied). The Company and the Executive mutually intend Grantee’s right to structure the receive any installment payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment for purposes shall at all times be considered a separate and distinct payment as permitted under Code Section 409A. To the extent required by Code Section 409A, the terms “termination of Section 409A employment” or “termination of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment service” and similar phrases to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts each shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation mean “separation from service” within the meaning of Code Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, 409A. Notwithstanding anything contained in the least restrictive manner necessary and without any diminution Plan or in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A contrary, neither the Company, any member of the CodeCommittee nor any Subsidiary shall have any liability or obligation to the Grantee or any other Person for taxes, so as to avoid the imposition of taxes and interest, penalties on the Executive pursuant to Section 409A or fines (including without limitation any of the Code. Notwithstanding any other provision of this Agreement, in foregoing resulting from the event that the Executive is a “specified employee” (within the meaning of Section 409A failure of the RSUs granted hereunder to comply with, or be exempt from, Code and with such classification to be determined in accordance with the methodology established by the applicable employerSection 409A), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.

Code Section 409A. This Agreement is intended to comply with the requirements of with, or be exempt from, Section 409A of the Internal Revenue Code or an exemption or exclusion therefrom of 1986, as amended (the “Code”), and shall be interpreted consistent therewith and without resulting in all respects be administered any increase in accordance with the amounts owed hereunder by the Company. Notwithstanding any other provision of this Agreement to the contrary, if Executive is a "specified employee" within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Executive’s "separation from service" (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following Executive’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Executive in a lump-sum cash payment on the earlier of (i) the first regular payroll date of the Codeseventh month following Executive’s separation from service or (ii) the 10th business day following Executive’s death. The Company If Executive’s termination of employment hereunder does not constitute a "separation from service" within the meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of Executive’s employment and the Executive mutually intend which are subject to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Code Section 409A shall not be paid until Executive has experienced a "separation from service", or other permitted payment event, within the meaning of the Code Section 409A. In addition, to the extent applicablerequired by Code Section 409A, no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which Executive is entitled hereunder shall be made no later than the last day of the calendar year following the calendar year in which such expenses were incurred. Each severance installment contemplated under Section 7 hereof or other payment of “deferred compensation” (under this Agreement Code Section 409A) shall be treated as a separate payment for purposes in a series of separate payments under Treasury Regulation Section 409A of the Code1.409A-2(b)(2)(iii). In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by Neither the Company under this Agreement be made later than the end nor any of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive its affiliates shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated any liability or obligation to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive this Agreement does not comply with, or is a “specified employee” (within the meaning of not exempt from, Code Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.409A.

Code Section 409A. This The intent of the parties is that payments and benefits under this Agreement is intended comply with or otherwise be exempt from Internal Revenue Code Section 409A and any regulations and guidance (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event whatsoever shall Parent or Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding any other payment schedule provided to the requirements contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under this Section 1 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (i) the expiration of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A six-month period measured from the date of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreementsuch “separation from service” of Executive, and (ii) the date of Executive's other compensation, to be exempt from or to comply with ’s death (the requirements of Section 409A of the Code “Delay Period”) to the extent applicable. Each payment required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(f) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements normal payment dates specified for them herein. A termination of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year employment shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right be deemed to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged occurred for purposes of any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions provision of this Agreement to comply with providing for the requirements payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A and, for purposes of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other such provision of this Agreement, in the event that the Executive is references to a “specified employeetermination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A 409A) due under this Agreement as a result of the Code and with such classification Executive’s termination of employment are subject to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.Executive’s

Code Section 409A. This Agreement It is intended to comply with the requirements of Section 409A intention of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance parties that the provisions of this Letter Agreement comply with Section 409A of the Code. The Company Internal Revenue Code of 1986, as amended (“Section 409A”) and the Executive mutually intend any rules, regulations or other guidance promulgated thereunder in a manner that does not impose additional taxes, interest or penalties upon you pursuant to structure the payments and benefits described in this AgreementSection 409A, and the Executive's other compensation, to this Letter Agreement will be exempt from or to comply construed and interpreted in a manner consistent with the requirements Section 409A. Notwithstanding any provision of Section 409A of the Code this Letter Agreement to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executivecontrary, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute “nonqualified deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employeecompensation” (within the meaning of Section 409A of the Code and with after taking into account all exclusions applicable to such classification payments under Section 409A) required to be determined in accordance with made to you as a result of your separation from service will be delayed until the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months month anniversary of the Separation Date to the extent necessary to comply with Section 409A. No reimbursement of expenses or in-kind benefit that you are entitled to will be subject to liquidation or exchange for another benefit. The reimbursement of expenses or in-kind benefits during a year will not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided in any other taxable year, and any such reimbursements will be made no later than the end of the year following the Date year in which the relevant expenses were incurred. You are solely responsible and liable for the satisfaction of Termination.all taxes and penalties that may arise under Section 409A. Date: 2/3/2016 POTASH CORPORATION OF SASKATCHEWAN INC. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer Date: 2/3/2016 PCS ADMINISTRATION (USA), INC. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED TO SEEK LEGAL COUNSEL, HAVE HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THE ADVISABILITY OF ENTERING INTO THIS AGREEMENT, HAVE CAREFULLY READ THE AGREEMENT, FULLY UNDERSTAND THE FINAL AND BINDING EFFECT, AND ARE EXECUTING THE AGREEMENT VOLUNTARILY. Agreed to: Date: 2/3/2016 /s/ Xxxx Xxxxx Xxxx XxXxx SCHEDULE A WAIVER AND RELEASE AGREEMENT

Code Section 409A. This Notwithstanding anything in the Plan or this Agreement is intended to comply with the requirements of Section 409A contrary, if the vesting of the Code balance, or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A some lesser portion of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreementbalance, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination Restricted Share Units are accelerated in connection with and prior to the payment of any amounts delayed on account of Section 409A Participant’s termination of the Codeemployment or other service, such amounts shall accelerated Restricted Share Units will not be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements payable until and in-kind benefits provided under this Agreement that constitute deferred compensation unless Participant has a “separation from service” within the meaning of Section 409A of the Code shall be made (“Section 409A”). Further, and notwithstanding anything in the Plan or provided in accordance with this Agreement to the requirements contrary, if any such accelerated Restricted Share Units would otherwise become payable upon a “separation from service” within the meaning of Section 409A, and if (a) Participant is a “specified employee” within the meaning of Section 409A at the time of such “separation from service” within the meaning of Section 409A (other than due to Participant’s death) and (b) the payment of all or a portion of such accelerated Restricted Share Units would result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s “separation from service” within the meaning of Section 409A, then the payment of the Code, including, without limitation, portion of such accelerated Restricted Share Units that (i) would result in no event shall reimbursements by the Company under this Agreement additional tax imposition will not be made later than until the end of the calendar year next date six (6) months and one (1) day following the calendar year date of Participant’s “separation from service” within the meaning of Section 409A, unless Participant dies following his or her Termination Date, in which case the applicable fees Restricted Share Units will be paid in Shares to Participant’s estate as soon as practicable following his or her death (and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten in all cases within ninety (1090) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective DateParticipant’s death). Prior to a “change of control” but within It is the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions intent of this Agreement to comply with the requirements of Section 409A so that none of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or Restricted Share Units provided under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead 409A, and any ambiguities herein will be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Terminationinterpreted to so comply.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom comply, and shall be administered consistently in all respects be administered in accordance respects, with Section 409A of the Internal Revenue Code of 1986, as amended (“Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement”), and the Executive's other compensationany regulations and additional guidance promulgated thereunder, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment In this connection, Valero shall have authority to take any action, or refrain from taking any action, with respect to this Agreement that is reasonably necessary to ensure compliance with Code Section 409A (provided that Valero shall choose the action that best preserves the value of the payments and benefits provided to me under this Agreement that is consistent with Code Section 409A), and the parties agree that this Agreement shall be treated as interpreted in a separate payment for purposes of manner that is consistent with Code Section 409A 409A. In furtherance, but not in limitation of the Code. In foregoing: (a) in no event may the ExecutiveI designate, directly or indirectly, designate the calendar year of any payment to be made hereunder; (b) as I am a “specified employee” within the meaning of Code Section 409A, payments which constitute a “deferral of compensation” under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Code Section 409A and which would otherwise become due during the first six (6) months following my separation of the Code, employment shall be delayed and all such amounts delayed payments shall be paid in full in the seventh (7th) month after the Retirement Date, provided that the above delay shall not apply to any payment that is excepted from coverage by Code Section 409A, such as a payment covered by the personal representative short-term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4); (c) notwithstanding any other provision of this Agreement, my termination, resignation or retirement of my employment hereunder, shall mean, and be interpreted consistent with, a “separation from service” within the Executive's estate within thirty (30) calendar days after meaning of Code Section 409A, and “Retirement Date”, or similar terms, for purposes of determining the date that any payment or benefit is required to be provided hereunder, shall be deemed to mean the date of my separation from service within the Executive's death. All reimbursements meaning of Code Section 409A; and (d) with respect to any reimbursement of fees and expenses, or similar payments, including gross-up payments, or any in-kind benefits, the following shall apply: (i) the amount of expenses eligible for reimbursement hereunder, or in-kind benefits provided under this Agreement that constitute deferred compensation within to which I am entitled hereunder, in any particular year shall not affect the meaning expenses eligible for reimbursement or in-kind benefits in any other year; (ii) the right to reimbursement of Section 409A expenses or in-kind benefits shall not be subject to liquidation or exchange for any other benefit; and (iii) the reimbursement of the Code an eligible expense or a payment shall be made on or provided in accordance with before the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end last day of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that expense was incurred or the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before payment was remitted, as the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits case may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Terminationbe.

Code Section 409A. This If any payments under this Agreement are subject to the provisions of Code Section 409A, it is intended to that the Agreement will comply fully with and meet all the requirements of Code Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement409A. Consequently, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each any payment under this Agreement shall be treated as subject to the provisions of this Section 19. If you are a separate payment “Specified Employee” of the Company for purposes of Code Section 409A at the time of a payment event set forth in Sections 8 or 9 then no payments pursuant to those Sections shall be made to you by the Code. In no event Company until the amount of time has passed that is necessary to avoid incurring excise taxes under Code Section 409A. Should this Section 19 result in a delay of payments to you, on the first day any such payments may be made without incurring a penalty pursuant to Section 409A (the Executive“409A Payment Date”), directly the Company shall begin to make such payments as described in Sections 8 or indirectly9, designate provided that any amounts that would have been payable earlier but for the calendar year application of any payment this Section 19, shall be paid in lump-sum on the 409A Payment Date along with accrued interest at the rate of interest announced by Bank of America, Arizona from time to be time as its prime rate from the date that payments to you should have been made under this Agreement. If the Executive dies following the Date The balance of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts payments shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided payable in accordance with regular payroll timing and the requirements COBRA premiums shall be reimbursed monthly. For purposes of Section 409A of this provision, the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive term Specified Employee shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of set forth in Code Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i409A(2)(B)(i) or 4(b)(i) during any successor provision and the six (6)-month period immediately following the treasury regulations and rulings issued hereunder. We look forward to working with you to fully enable your and our shareholders’ mutual success. Sincerely, /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Chief Executive Officer Accepted by: /s/ Xxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxxxx Date of Termination shall instead be paidAcceptance: January 16, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.2007

Code Section 409A. This The parties intend that this Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects will be administered in accordance with Internal Revenue Code Section 409A (“Code Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Code Section 409A, the Code. provision shall be read in such a manner so that all payments hereunder comply with Code Section 409A. The Company parties agree that this Agreement may be amended, as reasonably requested by either party, and the Executive mutually intend as may be necessary to structure fully comply with Code Section 409A and all related rules and regulations in order to preserve the payments and benefits described provided hereunder without additional cost to either party. No action or failure by the Bank in good faith to act, pursuant to this AgreementSection 8.1, shall subject the Bank to any claim, liability, or expense, and the Executive's other compensation, Bank shall not have any obligation to be exempt indemnify or otherwise protect Executive from or the obligation to comply with the requirements of pay any taxes pursuant to Code Section 409A of the Code 409A. Anything in this Agreement to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of contrary notwithstanding, if at the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative time of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation ’s separation from service within the meaning of Code Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations409A, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event Bank determines that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first business day payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of separation from service occurs, from such date of separation from service until the payment. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A, and to the extent that such payment or benefit is more than six (6) months following payable upon the Date Executive’s termination of Terminationemployment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-l(h).

Code Section 409A. This Agreement is intended (a) Notwithstanding anything to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described contrary in this Amended Agreement, and no Deferred Compensation Separation Benefits (as defined below) will be considered due or payable until the Executive's other compensation, to be exempt Employee has a “separation from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation service” within the meaning of Section 409A of the Internal Revenue Code shall be made or provided in accordance with of 1986, as amended, and the requirements of final regulations and any guidance promulgated thereunder (“Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date409A”). Prior to a “change of control” but within In addition, if the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive Employee is a “specified employee” (within the meaning of Section 409A at the time of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits Employee’s separation from service (other than due to death), then the Accrued Obligations) severance benefits payable to the Employee under this Amended Agreement, if any, and any other severance payments or separation benefits that are may be considered deferred compensation (within the meaning of under Section 409A of (together, the Code“Deferred Compensation Separation Benefits”) that would otherwise be payable due to the Employee on or provided under Section 4(a)(i) or 4(b)(i) during within the six (6)-month 6) month period immediately following the Date of Termination shall instead be paid, with interest on Employee’s separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(Atax withholdings) of the Code, on the first business day which is more than date six (6) months and one (1) day following the Date date of Terminationthe Employee’s separation from service. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, Exhibit 10.2 if the Employee dies following his or her separation from service but prior to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable tax withholdings) to the Employee’s estate as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall (a) Anything in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A contrary notwithstanding, if at the time of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (EMPLOYEE’S separation from service within the meaning of Section 409A of the Code) , TBOP’s stock is publicly traded on an established securities market or otherwise and TBOP determines that would otherwise be payable or provided under the EMPLOYEE is a “specified employee” within the meaning of Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the EMPLOYEE becomes entitled to under this Agreement on account of the EMPLOYEE’S separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the IRC as a result of the application of Section 409A(a)(2)(B) (i) of the IRC, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the EMPLOYEE’S separation from service, or (ii) the EMPLOYEE’S death. The first business day installment payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which is more than six the date of separation from service occurs, from such date of separation from service until the payment. To the extent that the foregoing applies to the provision of any ongoing medical benefits to the EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by the EMPLOYEE, the EMPLOYEE shall pay the full costs of premiums for such medical benefits during the six-month period and TBOP shall pay the EMPLOYEE an amount equal to the amount of such premiums paid by the EMPLOYEE during the six-month period within ten (610) months following days after the Date conclusion of Terminationsuch period.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A The intent of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the parties is that payments and benefits described in under this AgreementAgreement comply with Internal Revenue Code Section 409A and applicable guidance promulgated thereunder (collectively “Code Section 409A”) and, and the Executive's other compensationaccordingly, to be exempt from or to comply with the requirements of Section 409A of the Code to the maximum extent applicable. Each payment under permitted, this Agreement shall be treated as a separate payment for purposes of Section 409A of the Codeinterpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Employee by Code Section 409A of or any damages for failing to comply with Code Section 409A. To the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and extent any taxable expense reimbursement or in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of is subject to Code Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide thereof eligible in any given calendar year shall not affect the amount eligible for any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or receipt of in-kind benefits that the Company is obligated be subject to pay liquidation or provide in exchange for another benefit. Notwithstanding any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of contrary, if the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive Employee is a “specified employee” (within the meaning of Code Section 409A and determined pursuant to any policies adopted by the Company consistent with Code Section 409A), at the time of the Code Employee’s separation from service and with such classification if any portion of the payments or benefits to be determined in accordance with the methodology established received by the applicable employer)Employee upon separation from service would be considered deferred compensation under Code Section 409A and cannot be paid or provided to the Employee without the Employee incurring taxes, interest or penalties under Code Section 409A, amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or pursuant to this Agreement and benefits that would otherwise be provided under Section 4(a)(i) or 4(b)(i) pursuant to this Agreement, in each case, during the six (6)-month six-month period immediately following the Date of Termination shall Employee’s separation from service will instead be paid, with interest paid or made available on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(Aearlier of (i) of the Code, on the first business day which is more than six (6) months of the seventh month following the Date date of Terminationthe Employee’s separation from service or (ii) the Employee’s death.

Code Section 409A. This Notwithstanding anything in the Plan or this Agreement is intended to comply the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units are accelerated in connection with the requirements Participant’s termination of Continuous Status as an Employee or Consultant, such accelerated Restricted Stock Units will not be payable until and unless the Participant has a “separation from service” within the meaning of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement409A. Further, and notwithstanding anything in the Executive's other compensationPlan or this Agreement to the contrary, to be exempt if any such accelerated Restricted Stock Units would otherwise become payable upon a “separation from or to comply with service” within the requirements meaning of Section 409A of 409A, and if (x) the Code to the extent applicable. Each payment under this Agreement shall be treated as Participant is a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation “specified employee” within the meaning of Section 409A at the time of such “separation from service” within the Code shall be made or provided in accordance with the requirements meaning of Section 409A (other than due to the Participant’s death) and (y) the payment of all or a portion of such accelerated Restricted Stock Units would result in the imposition of additional tax under Section 409A if paid to the Participant on or within the six (6) month period following the Participant’s “separation from service” within the meaning of Section 409A, then the payment of the Code, including, without limitation, portion of such accelerated Restricted Stock Units that (i) would result in no event shall reimbursements by the Company under this Agreement additional tax imposition will not be made later than until the end date six (6) months and one (1) day following the date of the calendar year next Participant’s “separation from service” within the meaning of Section 409A, unless the Participant dies following the calendar year his or her termination of Continuous Status as an Employee or Consultant, in which case the applicable fees Restricted Stock Units will be paid in Shares to the Participant’s estate as soon as practicable following his or her death (and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten in all cases within ninety (1090) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective DateParticipant’s death). Prior to a “change of control” but within It is the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions intent of this Agreement to comply with the requirements of Section 409A so that none of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or Restricted Stock Units provided under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead 409A, and any ambiguities herein will be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Terminationinterpreted to so comply.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of 1986, as amended (the “Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement”), and the Executive's other compensationparties hereto agree to interpret, to be exempt from or apply and administer this Agreement in the least restrictive manner necessary to comply with therewith and without resulting in any increase in the requirements amounts owed hereunder by the Company (provided that neither the Company nor any of its affiliates shall have any liability to Executive for any taxes, penalties or interest imposed on Executive under Code Section 409A). Notwithstanding any other provision of this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Executive’s “separation from service” (within the meaning of the Code to the extent applicable. Each Section 409A), then such payment or benefit required under this Agreement shall not be treated paid (or commence) during the six-month period immediately following Executive’s separation from service except as a separate payment for purposes of provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall instead be paid to Executive in a lump-sum cash payment on the personal representative earlier of (i) the Executive's estate within thirty (30) calendar days after the first regular payroll date of the seventh month following Executive's ’s separation from service or (ii) the 10th business day following Executive’s death. All reimbursements No reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided under this Agreement that constitute deferred compensation within provided, during any calendar year shall not affect the meaning of Section 409A of the Code amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which Executive is entitled hereunder shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end last day of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A The intent of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the parties is that payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall comply with or be treated as a separate payment for purposes of exempt from Internal Revenue Code Section 409A of and applicable guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the Codemaximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Employee by Code Section 409A of or any damages for failing to comply with Code Section 409A. To the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and extent any taxable expense reimbursement or in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of is subject to Code Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide thereof eligible in any given calendar year shall not affect the amount eligible for any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or receipt of in-kind benefits that the Company is obligated be subject to pay liquidation or provide in exchange for another benefit. Notwithstanding any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of contrary, if the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive Employee is a “specified employee” (within the meaning of Code Section 409A and determined pursuant to any policies adopted by the Company consistent with Code Section 409A), at the time of the Employee’s separation from service (as defined in Code Section 409A), and with such classification if any portion of the payments or benefits to be determined in accordance with the methodology established received by the applicable employer)Employee upon separation from service would be considered deferred compensation under Code Section 409A and cannot be paid or provided to the Employee without the Employee incurring taxes, interest or penalties under Code Section 409A, amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or pursuant to this Agreement and benefits that would otherwise be provided under Section 4(a)(i) or 4(b)(i) pursuant to this Agreement, in each case, during the six (6)-month six-month period immediately following the Date of Termination shall Employee’s separation from service will instead be paid, with interest paid or made available on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(Aearlier of (i) of the Code, on the first business day which is more than six (6) months of the seventh month following the Date date of Termination.the Employee’s separation from service or (ii) the Employee’s death. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Code Section 409A.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A The intent of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the parties is that payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall comply with or be treated as exempt from Internal Revenue Code Section 409A and applicable guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive by Code Section 409A or any damages for failing to comply with Code Section 409A. Each cash payment or benefit provided to the Executive pursuant to this Agreement and/or pursuant to the terms of the benefit plans, programs and policies of the Company Group shall be considered a separate payment for purposes of Code Section 409A of 409A. To the Code. In no event may the Executive, directly extent any taxable expense reimbursement or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of is subject to Code Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide thereof eligible in any given calendar year shall not affect the amount eligible for any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or receipt of in-kind benefits that the Company is obligated be subject to pay liquidation or provide in exchange for another benefit. Notwithstanding any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Codecontrary, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that if the Executive is a “specified employee” (within the meaning of Code Section 409A and determined pursuant to any policies adopted by the Company consistent with Code Section 409A), at the time of the Code Executive’s separation from service and with such classification if any portion of the payments or benefits to be determined in accordance with the methodology established received by the applicable employer)Executive upon separation from service would be considered deferred compensation under Code Section 409A and cannot be paid or provided to the Executive without the Executive incurring taxes, interest or penalties under Code Section 409A, amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or pursuant to this Agreement and benefits that would otherwise be provided under Section 4(a)(i) or 4(b)(i) pursuant to this Agreement, in each case, during the six (6)-month six-month period immediately following the Date of Termination shall Executive’s separation from service will instead be paid, with interest paid or made available on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(Aearlier of (i) of the Code, on the first business day which is more than six (6) months of the seventh month following the Date date of Terminationthe Executive’s separation from service or (ii) the Executive’s death.

Code Section 409A. This (a) Executive and the Company agree that it is the intent of the parties that payments and benefits under this Agreement is intended shall comply with or be exempt from Section 409A of the U.S. Internal Revenue Code of 1986, as amended (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. To the extent any provisions of this Agreement do not comply with Code Section 409A, the parties will make such changes as are mutually agreed upon in order to comply with Code Section 409A. Notwithstanding any other provision with respect to the timing of payments under this Agreement, to the extent necessary to comply with the requirements of Code Section 409A, any payments to which Executive may become entitled under this Agreement which are subject to Code Section 409A (and not otherwise exempt from its application) that are payable (i) in a lump sum within six months following the date of termination will be withheld until the first business day after the six-month anniversary of the Code or an exemption or exclusion therefrom date of termination, at which time Executive shall be paid the amount of such lump sum payments in a lump sum and (ii) in installments within six months following the date of termination will be withheld until the first business day after the six-month anniversary of the date of termination, at which time Executive shall be paid the aggregate amount of such installment payments in all respects a lump sum, and after the first business day of the seventh month following the date of termination and continuing each month thereafter, Executive shall be administered paid the regular payments otherwise due to Executive in accordance with Section 409A of the Code. The Company payment terms and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Codeschedule set forth herein. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the imposed on Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of by Code Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice any damages for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement failing to comply with the requirements of Code Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.409A.

Code Section 409A. This Agreement To the extent (a) any payments or benefits to which Executive becomes entitled under this Agreement, or under any agreement or plan referenced herein, in connection with Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (b) Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Executive’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) from the Company; or (ii) the date of Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(b) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Executive or Executive’s beneficiary in one lump sum (without interest). Any termination of Executive’s employment is intended to comply constitute a “separation from service” and will be determined consistent with the requirements rules relating to a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1. It is intended that each installment of the payments provided hereunder constitute separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemption from the application of Section 409A of the Code or an exemption or exclusion therefrom (and shall any state law of similar effect) provided under Treasury Regulation Section 1.409A-1(b)(4) (as a “short-term deferral”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all respects be administered in accordance payments hereunder comply with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this AgreementExcept as otherwise expressly provided herein, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment any expense reimbursement or the provision of any in-kind benefit under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment is determined to be made under this Agreement. If the Executive dies following the Date of Termination and prior subject to the payment of any amounts delayed on account of Section 409A of the Code, the amount of any such amounts shall be paid to expenses eligible for reimbursement, or the personal representative provision of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and any in-kind benefits provided under this Agreement that constitute deferred compensation within benefit, in one calendar year shall not affect the meaning of Section 409A of the Code shall be made expenses eligible for reimbursement in any other taxable year (except for any lifetime or provided in accordance with the requirements of Section 409A of the Codeother aggregate limitation applicable to medical expenses), including, without limitation, that (i) in no event shall reimbursements by any expenses be reimbursed after the Company under this Agreement be made later than the end last day of the calendar year next following the calendar year in which the applicable fees you incurred such expenses, and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall any right to reimbursement or the Company's obligations to make such reimbursements or to provide such provision of any in-kind benefit be subject to liquidation or exchange for another benefit. The Company does not intend to report any income to Executive under Section 409A with respect to the payments and benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date)under this Agreement. Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, Executive and the Company may, agree to work together in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments good faith to consider amendments to the ExecutiveAgreement and to take such reasonable actions that are necessary, in order appropriate or desirable to cause the provisions avoid imposition of this Agreement any additional tax or income recognition prior to comply with the requirements of actual payment to Executive under Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A The intent of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the parties is that payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall comply with or be treated as a separate payment for purposes of exempt from Internal Revenue Code Section 409A of and applicable guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the Codemaximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Employee by Code Section 409A of or any damages for failing to comply with Code Section 409A. To the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and extent any taxable expense reimbursement or in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of is subject to Code Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide thereof eligible in any given calendar year shall not affect the amount eligible for any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or receipt of in-kind benefits that the Company is obligated be subject to pay liquidation or provide in exchange for another benefit. Notwithstanding any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of contrary, if the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive Employee is a “specified employee” (within the meaning of Code Section 409A and determined pursuant to any policies adopted by the Company consistent with Code Section 409A), at the time of the Code Employee’s separation from service, and with such classification if any portion of the payments or benefits to be determined in accordance with the methodology established received by the applicable employer)Employee upon separation from service would be considered deferred compensation under Code Section 409A and cannot be paid or provided to the Employee without the Employee incurring taxes, interest or penalties under Code Section 409A, amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or pursuant to this Agreement and benefits that would otherwise be provided under Section 4(a)(i) or 4(b)(i) pursuant to this Agreement, in each case, during the six (6)-month six-month period immediately following the Date of Termination shall Employee’s separation from service will instead be paid, with interest paid or made available on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(Aearlier of (i) of the Code, on the first business day which is more than six (6) months of the seventh month following the Date date of Termination.the Employee’s separation from service or (ii) the Employee’s death. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Code Section 409A.

Code Section 409A. This Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Code Section 409A, or shall comply with the requirements of such provision. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if Executive is a “specified employee” within the meaning of Code Section 409A, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Code Section 409A and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (i) the date which is six (6) months after Executive’s separation from service (as such term is defined in Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure regulations and other published guidance thereunder) for any reason other than death, and (ii) the payments and benefits described date of Executive’s death. Notwithstanding anything in this AgreementAgreement or elsewhere to the contrary, and the distributions upon termination of Executive's other compensation, to ’s employment may only be exempt made upon a “separation from or to comply with the requirements of service” as determined under Code Section 409A and such date shall be the termination date for purposes of the Code to the extent applicablethis Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Code Section 409A of the Code. 409A. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If Agreement or otherwise which constitutes a “deferral of compensation” within the Executive dies following the Date meaning of Termination and prior to the payment of any amounts delayed on account of Code Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. 409A. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Code Section 409A of 409A. To the Code, including, without limitation, extent that (i) in no event shall any reimbursements by the Company under pursuant to this Agreement or otherwise are taxable to Executive, any reimbursement payment due to Executive shall be made later than paid to Executive on or before the end last day of the calendar Executive’s taxable year next following the calendar taxable year in which the applicable fees and expenses were related expense was incurred; provided, that, Executive has provided that the Executive shall have submitted an invoice Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’s expense reimbursement policies. Reimbursements pursuant to this Agreement or otherwise are not subject to liquidation or exchange for such fees another benefit and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits such reimbursements that the Company is obligated to pay or provide Executive receives in any given calendar one taxable year shall not affect the in-kind benefits amount of such reimbursements that the Company is obligated to pay or provide she receives in any other calendar taxable year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.

Code Section 409A. Notwithstanding anything to the contrary, if, at the time of his separation of service from Employer, Executive is a “specified employee” as defined pursuant to Section 409A of the Internal Revenue (“Code Section 409A”), and if the amounts that Executive is entitled to receive pursuant to this Agreement are not otherwise exempt from Code Section 409A, then to the extent necessary to comply with Code Section 409A, no payments for such amounts may be made under this Agreement before the date which is six (6) months after Executive’s separation from service from Employer or, if earlier, Executive’s date of death. All such amounts, which would have otherwise been required to be paid during such six (6) months after Executive’s separation from service shall instead be paid to Executive in one lump sum payment on the first business day of the seventh month after Executive’s separation from service from Employer or, if earlier, Executive’s date of death. All such remaining payments shall be made pursuant to their original terms and conditions. This Agreement is intended to comply with the applicable requirements of Code Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered construed and interpreted in accordance with Section 409A of the Codetherewith. The Company and the Executive mutually intend to structure the payments and benefits described in Employer may at any time amend this Agreement, and the Executive's other compensation, or any payments to be exempt from or made hereunder, as necessary to comply be in compliance with the requirements of Code Section 409A and avoid the imposition on Executive of the any potential excise taxes relating to Code Section 409A. Any reimbursements pursuant to the extent applicable. Each payment under foregoing provisions of this Agreement shall be treated paid as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination soon as reasonably practicable and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made all events not later than the end of the calendar Executive’s taxable year next following the calendar taxable year in which the applicable fees related expense was incurred. Executive’s rights to reimbursement hereunder are not subject to liquidation or exchange for another benefit and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide expenses eligible for reimbursement in any given calendar one taxable year shall not affect the in-kind benefits that the Company is obligated to pay or provide amount of expenses eligible for reimbursement in any other calendar taxable year; (iii) the Executive's right . Any tax gross-up payments made to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments Executive pursuant to the Executive, in order to cause the foregoing provisions of this Agreement to comply with the requirements of Section 409A of the Code, so shall be made as to avoid the imposition of taxes soon as practicable and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other all events not later than the Accrued Obligations) that are deferred compensation (within the meaning end of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately Executive’s taxable year following the Date of Termination shall instead be paid, with interest on any delayed payment at taxable year in which Executive remits the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Terminationrelated taxes.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for For purposes of Section 409A of the Code, the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. In Further (i) no event may the severance or benefits to be paid or provided to Executive, directly if any, pursuant to this Agreement that, when considered together with any other severance payments or indirectlybenefits, designate the calendar year of any payment to be made are considered deferred compensation under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code409A, such amounts shall will be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits or otherwise provided under this Agreement that constitute deferred compensation until Executive has had a “separation from service” within the meaning of Section 409A, (ii) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) will be paid or otherwise provided until Executive has had an “involuntary separation from service” within the meaning of Section 409A, and (iii) in the case of (i) and (ii), any reference in this Agreement to “termination” or “termination of employment” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the Code payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to Executive. Any severance payments or benefits made in connection with Executive’s termination under this Agreement and provided on or before the fifteenth day of the third month following the end of Executive’s first tax year in which Executive’s termination occurs or, if later, the fifteenth day of the third month following the end of the Company’s first tax year in which Executive’s termination occurs, shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any additional payments or benefits provided in connection with Executive’s termination under this Agreement shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be provided no later than the last day of Executive’s second taxable year following the taxable year in which Executive’s termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in connection with Executive’s termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Executive is, at the time of Executive’s termination, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such payment or benefit will not be provided until the first regularly scheduled payroll date that occurs on or after the date six months and one day following Executive’s termination and, on such date (or, if earlier, another date that occurs as soon as practicable after Executive’s death), Executive will receive all payments and benefits that would have been provided during such period in a single lump sum, if applicable. In addition, notwithstanding any other provision herein to the contrary, to the extent that any reimbursements or in-kind benefits under this Agreement or otherwise constitute non-exempt “nonqualified deferred compensation” within the meaning of Section 409A, then any such reimbursements and/or benefits (A) shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in promptly but no event shall reimbursements by the Company under this Agreement be made later than the end December 31st of the calendar year next following the calendar year in which the applicable fees and expense was incurred by Executive, (B) shall not in any way affect the expenses were incurred; provided that the Executive shall have submitted an invoice eligible for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of reimbursement or in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide be provided in any other calendar year; , and (iiiC) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may shall not be liquidated subject to liquidation or exchanged exchange for any other another benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A The intent of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the parties is that payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall comply with or be treated as a separate payment for purposes of exempt from Internal Revenue Code Section 409A of and applicable guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the Codemaximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If imposed on the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of by Code Section 409A of or any damages for failing to comply with Code Section 409A. To the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and extent any taxable expense reimbursement or in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of is subject to Code Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide thereof eligible in any given calendar year shall not affect the amount eligible for any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or receipt of in-kind benefits that the Company is obligated be subject to pay liquidation or provide in exchange for another benefit. Notwithstanding any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Codecontrary, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that if the Executive is a “specified employee” (within the meaning of Code Section 409A and determined pursuant to any policies adopted by the Company consistent with Code Section 409A), at the time of the Code Executive’s separation from service and with such classification if any portion of the payments or benefits to be determined in accordance with the methodology established received by the applicable employer)Executive upon separation from service would be considered deferred compensation under Code Section 409A and cannot be paid or provided to the Executive without the Executive incurring taxes, interest or penalties under Code Section 409A, amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or pursuant to this Agreement and benefits that would otherwise be provided under Section 4(a)(i) or 4(b)(i) pursuant to this Agreement, in each case, during the six (6)-month six-month period immediately following the Date of Termination shall Executive’s separation from service will instead be paid, with interest paid or made available on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(Aearlier of (i) of the Code, on the first business day which is more than six (6) months of the seventh month following the Date date of Terminationthe Executive’s separation from service or (ii) the Executive’s death.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Executive Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and the Employee is determined to be a “specified employee” (within the meaning as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A of the Code and with such classification to be determined made to the Employee upon a separation from service may not be made before the date that is six months after the Employee’s separation from service (or death, if earlier). To the extent that the Employee becomes subject to the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to the Employee during the six months following his separation from service, if any, will be accumulated and paid to the Employee during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the Code) extent required. Further, in the event that would otherwise this Agreement or any benefit thereunder shall be payable deemed not to comply with Code Section 409A, then neither the Corporation, the Board, the Compensation Committee nor its or provided under Section 4(a)(i) their designees or 4(b)(i) during the six (6)-month period immediately following the Date of Termination agents shall instead be paidliable to Employee or other person for actions, with interest on any delayed payment at the applicable federal rate provided for decisions or determinations made in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Terminationgood faith.

Code Section 409A. This The intent of the parties is that payments and benefits under this Agreement is intended comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement would cause the Executive to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with the Executive, reform such provision to try to comply with the requirements of Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with 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 the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. If the Executive is deemed on the date of “separation from service” to be a “specified Executive” within the meaning of such terms under Code Section 409A(a)(2)(B), then with regard to any payment or an exemption the provision of any benefit that is specified as subject to this Section, such payment or exclusion therefrom and benefit shall in all respects be administered in accordance with Section 409A made or provided at the date which is the earlier of (A) the expiration of the Codesix (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). The Company and Upon the Executive mutually intend to structure expiration of the Delay Period, all payments and benefits described delayed pursuant to this Section 12.1 (whether they would have otherwise been payable in this Agreementa single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment any remaining payments and benefits due under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements normal payment dates specified for them herein. Whenever a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. With regard to any provision herein that provides for reimbursement of Section 409A of the Code, including, without limitation, that expenses or in-kind benefits: (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of expenses eligible for reimbursement or in-kind benefits that the Company is obligated to pay or provide in provided during any given calendar taxable year shall not affect effect the expenses eligible for reimbursement or in-kind benefits that the Company is obligated to pay or provide be provided in any other calendar taxable year; (iii) , provided that the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may foregoing shall not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations violated with regard to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted expenses covered by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Code Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations105(h) that are deferred compensation (within subject to a limit related to the meaning of Section 409A period in which the arrangement is in effect. Any expense or other reimbursement payment made pursuant to this Agreement or any plan, program, agreement or arrangement of the Code) that would otherwise Company referred to herein, shall be payable made on or provided under Section 4(a)(i) or 4(b)(i) during before the six (6)-month period immediately last day of the taxable year following the Date of Termination shall instead taxable year in which such expense or other payment to be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Terminationreimbursed.

Code Section 409A. This Payments made pursuant to this Agreement is are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to otherwise comply with the requirements provisions of Code Section 409A of the Code to the extent applicable. Each payment The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments 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 Retention RSU Agreement - Ratable Vesting (2020) 11 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 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 for purposes of payment; (b) except as otherwise provided in Section 409A 13(a) of the Code. In no event may Program, upon the Executive, directly or indirectly, designate the calendar year lapse of any payment Restrictions pursuant to be made under Section 5 of this Agreement. If the Executive dies following the , any Units not previously settled on a Delivery Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after settled as soon as administratively possible after, and effective as of, the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within Change in Control or the meaning of Section 409A date of the Code Employee’s Termination (as applicable); (c) 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 (d) the date of the Employee’s Disability shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements determined by the Company under in its sole discretion. Although this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments provided hereunder are intended to the Executive, in order to cause the provisions of this Agreement to be exempt from or 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 of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding or any other provision of federal, state, local, or non-United States law. None of the 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, in and the event that Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Executive is a “specified employee” (within Employee from the meaning of obligation to pay any taxes pursuant to Code Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.409A.

Code Section 409A. This Although the Company does not guarantee the tax treatment of any payments under this Agreement, the intent of the parties is that payments and benefits under this Agreement is intended to comply with the requirements of with, or be exempt from, Section 409A of the Code or an exemption or exclusion therefrom (together, with the Treasury regulations and shall in all respects be administered in accordance with other authorities issues thereunder, “Code Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement409A”) and, and the Executive's other compensationaccordingly, to be exempt from or to comply with the requirements of Section 409A of the Code to the maximum extent applicable. Each payment under permitted, this Agreement shall be treated as a separate payment for purposes of Section 409A of the Codeinterpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Executive, directly Employee by Code Section 409A or indirectly, designate the calendar year of any payment damages for failing to be made under comply with Code Section 409A. Notwithstanding anything in this Agreement. If the Executive dies following the Date of Termination and prior Agreement to the payment of any amounts delayed on account of Section 409A of the Codecontrary, such amounts shall be paid to the personal representative extent any payments or benefits are subject to Code Section 409A, (i) a termination of the Executive's estate within thirty employment (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (ian Involuntary Termination) in no event shall reimbursements by the Company under not be deemed to have occurred for purposes of Section 7 of this Agreement be made later than unless such termination is also a “separation from service” within the end meaning of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; Code Section 409A, (ii) if the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive Employee is a “specified employee” (within the meaning of Section 409A 409A(a)(2)(b) of the Code and with such classification to be (as determined in accordance with the methodology established by the applicable employerCompany), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided any payment under Section 4(a)(i7(a) or 4(b)(i) of this Agreement otherwise due to the Employee during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date Employee’s termination of Termination.employment that is not exempt from Section 409A as separation pay or as a short-term deferral will be held and paid to the Employee or his estate on the earlier of (A) the first business day following the expiration of such six-month period, and (B) the Employee’s death, and (iii) the Employee’s commencement of alternative employment shall not affect his right to receive any installment payments that are missed merely by reason of the six-month delay in payment provided for in clause (ii) above. Each installment payment under Section 7(a) of this Agreement shall be deemed a “separate payment” and not one of a series of payments for purposes of Code Section 409A. [the remainder of this page has intentionally been left blank}

Code Section 409A. This Agreement is intended to comply with the requirements of with, or be exempt from, Code Section 409A of the Code or an exemption or exclusion therefrom and shall be interpreted consistent therewith and without resulting in all respects be administered any increase in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements owed hereunder by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this AgreementAgreement to the contrary, in the event that the Executive if Recipient is a “"specified employee” " within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Recipient’s "separation from service" (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following Recipient’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Recipient in a lump-sum cash payment on the earlier of (i) the first regular payroll date of the Code and with such classification to be determined seventh month following the month in accordance with which the methodology established by Recipient’s separation from service occurs or (ii) the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (10th business day following Recipient’s death. If Recipient’s termination of employment hereunder does not constitute a "separation from service" within the meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of Recipient’s employment and which are subject to Code Section 409A shall not be paid until Recipient has experienced a "separation from service", or other permitted payment event, within the meaning of Code Section 409A. If the 60 day Release period covers two taxable years, then to the extent required by Code Section 409A, any portion of the Code) Award that otherwise would otherwise be payable paid in such first taxable year instead shall be withheld and paid in such second taxable year. Neither the Company nor any of its Subsidiaries or provided under affiliates shall have any liability or obligation to Recipient in the event that this Agreement does not comply with, or is not exempt from, Code Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.409A.

Code Section 409A. This Separation Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or an exemption or exclusion therefrom thereunder and shall in all respects will be construed and administered in accordance with Section 409A of to the Codemaximum extent possible. The Company and Any payments under this Separation Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A to the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements maximum extent possible. For purposes of Section 409A of the Code to the extent applicable. Each 409A, each installment payment provided under this Separation Agreement shall will be treated as a separate payment for purposes of Section 409A of payment. Notwithstanding the Code. In foregoing, the COMPANY makes no event may representations that the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination payments and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Separation Agreement comply with Section 409A and in no event will the COMPANY be liable for all or any portion of any taxes, penalties, interest or other expenses that constitute may be incurred on account of non-compliance with Section 409A. To the extent that any reimbursement or in-kind benefit provided under this Separation Agreement is nonqualified deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that 409A: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in no event shall reimbursements by any other taxable year; (ii) the Company under this Agreement reimbursement of an eligible expense must be made later than on or before the end last day of the calendar year next following the calendar year in which the applicable fees expense was incurred, and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (iiiii) the amount of right to reimbursement or in-kind benefits that the Company is obligated not subject to pay liquidation or provide exchange for another benefit. The term “terminate employment” and similar terms as used in any given calendar year this Separation Agreement shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to mean a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employeeseparation from service” (within the meaning of Treasury Regulation Section 409A 1.409A-1(h) (“Separation from Service”). If you are a “specified employee,” determined pursuant to procedures adopted by COMPANY in compliance with Section 409A, on the date of your Separation from Service, and if any portion of the Code and with such classification payments or benefits to be determined in accordance with the methodology established received by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are you upon your Separation from Service would constitute nonqualified deferred compensation (within the meaning of Section 409A of 409A), then to the Code) extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) pursuant to this Separation Agreement during the six (6)-month six-month period immediately following the Date of Termination shall your Separation from Service will instead be paid, with interest paid or made available on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(Aearlier of (i) of the Code, on date that the first business day which is more than six of the seventh month after your Separation from Service or (6ii) months following the Date of Terminationyour death.

Code Section 409A. This The intent of the parties is that payments and benefits under this Agreement is intended comply with or otherwise be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event whatsoever shall Parent or Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding any other payment schedule provided herein to the requirements contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under this Section 1 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (i) the expiration of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A six (6)-month period measured from the date of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreementsuch “separation from service” of Executive, and (ii) the date of Executive's other compensation, to be exempt from or to comply with ’s death (the requirements of Section 409A of the Code “Delay Period”) to the extent applicable. Each payment required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(d) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements normal payment dates specified for them herein. A termination of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year employment shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right be deemed to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged occurred for purposes of any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions provision of this Agreement to comply with providing for the requirements payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A and, for purposes of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other such provision of this Agreement, in the event that the Executive is references to a “specified employeetermination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom provide compensation and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be remuneration that is exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, includingand shall be interpreted and construed consistently with that intent. The Company and the Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, without limitationappropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A. Without limiting the foregoing, In the event that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end one or more payments of the calendar year next following the calendar year in which the applicable fees compensation or benefits (and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iiiseverance payments or benefits which may be considered deferred compensation under Section 409A) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements received or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted be received by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision 5.3(b) of this Agreement, in the event that the Executive is a Agreement (“specified employee” (within the meaning of Separation Payment”) would constitute deferred compensation subject to Section 409A of the Code and with the regulations or other authority promulgated thereunder, as amended from time to time (“Section 409A”), and (ii) the Executive is deemed at the time of such classification termination of employment to be determined a “specified employee” under Section 409A(a)(2)(B)(i), then such Separation Payment shall not be made or commence until the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s “separation from service” (as such term is at the time defined in accordance Treasury Regulations under Section 409A) with the methodology established by Company (the applicable employer), amounts and benefits “delay period”) or (other than the Accrued Obligationsii) that are deferred compensation (within the meaning of such earlier time permitted under Section 409A of the Code; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive under Section 409A, including (without limitation) that the additional 20% tax for which the Executive would otherwise be payable or provided liable under Section 4(a)(i409A(a)(l)(B) or 4(b)(i) during any state law equivalent of Section 409A in the six (6)-month period immediately following absence of such deferral. Upon the Date expiration of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for delay period, any Separation Payment that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 7872(f)(2)(A) of 21 shall be paid to the CodeExecutive or the Executive’s beneficiary in one lump sum, on including all accrued interest, and all remaining Separation Payments, if any, will be payable in accordance with the first business day which is more than six (6) months following the Date of Terminationpayment schedule applicable to each payment or benefit.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A The intent of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the parties is that payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall comply with or be treated as a separate payment for purposes of exempt from Internal Revenue Code Section 409A of and applicable guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the Codemaximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed imposed on account of Edinburg by Code Section 409A of or any damages for failing to comply with Code Section 409A. To the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and extent any taxable expense reimbursement or in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of is subject to Code Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide thereof eligible in any given calendar year shall not affect the amount eligible for any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the year in which Edinburg incurred such expenses, and in no event shall any right to reimbursement or receipt of in-kind benefits that the Company is obligated be subject to pay liquidation or provide in exchange for another benefit. Notwithstanding any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Codecontrary, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive if Edinburg is a “specified employee” (within the meaning of Code Section 409A and determined pursuant to any policies adopted by the Company consistent with Code Section 409A), at the time of Edinburg’s separation from service and if any portion of the Code and with such classification payments or benefits to be determined in accordance with the methodology established received by the applicable employer)Edinburg upon separation from service would be considered deferred compensation under Code Section 409A and cannot be paid or provided to Edinburg without Edinburg incurring taxes, interest or penalties under Code Section 409A, amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or pursuant to this Agreement and benefits that would otherwise be provided under Section 4(a)(i) or 4(b)(i) pursuant to this Agreement, in each case, during the six (6)-month six-month period immediately following the Date of Termination shall Edinburg’s separation from service will instead be paid, with interest paid or made available on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(Aearlier of (i) of the Code, on the first business day which is more than six (6) months of the seventh month following the Date date of TerminationEdinburg’s separation from service or (ii) Edinburg’s death. For purposes of this Agreement, the right to a series of installment payments shall be treated as the right to a series of separate payments and shall not be treated as a right to a single payment.

Code Section 409A. This If any provision of this Agreement is intended (or of any award of compensation) would cause the Executive to comply with the requirements of incur any additional tax or interest under Section 409A of the Internal Revenue Code ("Code") or an exemption any regulations or exclusion therefrom Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and shall in all respects be administered in accordance with Section 409A economic benefit to the Executive of the Codeapplicable provision without violating the provisions of Code Section 409A. Notwithstanding any provision of this Agreement to the contrary, if Executive is deemed on the date of termination to be a "specified employee," within that term's meaning under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6) month period measured from the date of Executive's "separation from service" (as such term is defined in Treasury regulations issued under Code Section 409A) or (ii) the date of his death (the "Deferral Period"). The Company Upon the expiration of the Deferral Period, all payments due Executive under this Agreement that would have been paid during the Deferral Period if Executive was not a specified employee shall be paid in a lump sum within thirty (30) days, and the Executive mutually intend to structure the any remaining payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment due under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that this paragraph applies to the provision of Section 409A of the Codeany ongoing welfare benefits to Executive, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice pay the full cost of premiums for such fees welfare benefits during the Deferral Period and expenses at least ten (10) calendar days before the end of Company shall pay the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) Executive an amount equal to the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted premiums paid by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of TerminationDeferral Period promptly after its conclusion.

Code Section 409A. Notwithstanding any provision of this Agreement to the contrary, to the extent required by Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) to avoid the imposition of any additional taxes or other adverse consequences under Code Section 409A, if Xxxxxxxxxxx is a “specified employee” for purposes of Code Section 409A, any payments of deferred compensation under this Agreement being made as a result of a separation from service shall be delayed until six (6) months after the Separation Date. This Agreement is intended to comply with meet the requirements of the "short-term deferral" exception, the "separation pay" exception and other exceptions under Code Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code regulations promulgated thereunder to the extent applicable. Each payment Notwithstanding anything in this Agreement to the contrary, to the extent required for compliance with Code Section 409A, payments may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A, to the extent applicable. For purposes of Code Section 409A, the right to a series of payments under the Agreement shall be treated as a right to a series of separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's deathpayments. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Code Section 409A of the Code409A, including, without limitationwhere applicable, the requirement that (ia) any reimbursement is for expenses incurred during the period of time specified in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten Agreement, (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (iib) the amount of expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide in any given provided, during a calendar year shall may not affect the expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide be provided, in any other calendar year; , (iiic) the Executive's reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (d) the right to have the Company pay reimbursement or provide such reimbursements and in-kind benefits is not subject to liquidation or exchange for another benefit. In no event may not be liquidated or exchanged Xxxxxxxxxxx designate the year of payment for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify amounts payable under this Agreement, in the least restrictive manner necessary and without any diminution in the value of . The Company does not guarantee that the payments to the Executive, in order to cause the provisions of or other benefits under this Agreement to will comply with the requirements of with, or be exempt from, Code Section 409A of the Code409A, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding or receive any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Terminationspecific tax treatment.

Code Section 409A. This Agreement is intended (i) To the extent (a) any payments to comply which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Company constitute deferred compensation subject to Section 409A of the Code. The Company and ; (b) Executive is deemed at the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, time of his separation from service to be exempt a “specified employee” under Section 409A of the Code; and (c) at the time of Executive’s separation from or to comply with service the requirements Company is publicly traded (as defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six (6) months of Executive’s separation from service) shall not be made until the earlier of (x) the first day of the seventh month following Executive’s separation from service or (y) the date of Executive’s death following such separation from service. Upon the expiration of the applicable deferral period described in the immediately preceding sentence, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Article V, Section I shall be paid to Executive in one lump sum, plus interest thereon at the Delayed Payment Interest Rate computed from the date on which each such delayed payment otherwise would have been made to Executive until the date of payment. For purposes of the foregoing, the “Delayed Payment Interest Rate” shall mean the national average annual rate of interest payable on jumbo six (6) month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of The New York Times preceding Executive’s separation from service. (ii) To the extent applicable. Each payment any benefits provided under this Agreement shall be treated as a separate payment Article II, Sections B or F or Article III, Section C(ii) above are otherwise taxable to Executive, such benefits shall, for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and provided as separate in-kind benefits provided under this Agreement that constitute deferred compensation within payments of those benefits, and the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount provision of in-kind benefits that the Company is obligated to pay or provide in any given during one calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide be provided in any other calendar year; . (iii) In the Executive's right case of any amounts payable to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify Executive under this Agreement, or under any plan of the Company, that may be treated as payable in the least restrictive manner necessary and without any diminution in the value form of the payments to the Executive, in order to cause the provisions “a series of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.DocuSign Envelope ID: 58B9BDEA-D1E6-4CE2-8208-3458FBF9C11C

Code Section 409A. This Agreement is intended shall be interpreted to comply with avoid any penalty sanctions under Code section 409A. If any payment or benefit cannot be provided or made at the requirements of Section 409A of time specified herein without incurring sanctions under Code section 409A, then such benefit or payment shall be provided in full at the Code or an exemption or exclusion therefrom and earliest time thereafter when such sanctions shall in all respects not be administered in accordance with Section 409A of the Codeimposed. The Employee shall be solely responsible for any tax imposed under Code section 409A and in no event shall the Company and the Executive mutually intend have any liability with respect to structure the payments and benefits described in this Agreementany tax, and the Executive's interest or other compensationpenalty imposed under Code section 409A. For purposes of Code section 409A, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each each payment made under this Agreement shall be treated as a separate payment for purposes and the right to a series of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made installment payments under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts Agreement shall be treated as a right to a series of separate payments. The first $450,000 (or such greater amount as may be specified in Treas. Reg. § 1.409A-1(b)(9)(iii)(A)) of monthly severance compensation paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. under this Agreement shall be considered payments under a “separation pay plan” under Code section 409A. All reimbursements and in-in kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the CodeCode section 409A, including, without limitationwhere applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; Agreement), (ii) the amount of in-expenses eligible for reimbursement, or in kind benefits that the Company is obligated to pay or provide in any given provided, during a calendar year shall may not affect the in-expenses eligible for reimbursement, or in kind benefits that the Company is obligated to pay or provide be provided, in any other calendar year; , (iii) the Executive's right to have reimbursement of an eligible expense shall be made on or before the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. The Employee’s termination of employment under the Agreement shall be interpreted in a manner consistent with the separation from service rules under Code section 409A. In no event shall Employee, directly or indirectly, designate the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary calendar year of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Terminationpayment.

Code Section 409A. This Agreement is intended to comply with the requirements of with, or be exempt from, Section 409A of the Internal Revenue Code or an exemption or exclusion therefrom of 1986, as amended (the “Code”), and shall be interpreted consistent therewith and without resulting in all respects be administered any increase in accordance with the amounts owed hereunder by the Company. Notwithstanding any other provision of this Agreement to the contrary, if Employee is a "specified employee" within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Employee’s "separation from service" (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following Employee’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Employee in a lump-sum payment on the earlier of (i) the first regular payroll date of the Codeseventh month following Employee’s separation from service or (ii) the 10th business day following Employee’s death. The Company If Employee’s termination of employment hereunder does not constitute a "separation from service" within the meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of Employee’s employment and the Executive mutually intend which are subject to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Code Section 409A shall not be paid until Employee has experienced a "separation from service", or other permitted payment event, within the meaning of the Code Section 409A. In addition, to the extent applicablerequired by Code Section 409A, no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which Employee is entitled hereunder shall be made no later than the last day of the calendar year following the calendar year in which such expenses were incurred. Each severance installment contemplated under Section 7 hereof or other payment of “deferred compensation” (under this Agreement Code Section 409A) shall be treated as a separate payment for purposes in a series of separate payments under Treasury Regulation Section 409A of the Code1.409A-2(b)(2)(iii). In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by Neither the Company under this Agreement be made later than the end nor any of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive its affiliates shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated any liability or obligation to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, Employee in the event that the Executive this Agreement does not comply with, or is a “specified employee” (within the meaning of not exempt from, Code Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.409A.

Code Section 409A. This Agreement is intended to comply with the requirements of with, or be exempt from, Code Section 409A of the Code or an exemption or exclusion therefrom and shall be interpreted consistent therewith and without resulting in all respects be administered any increase in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements owed hereunder by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this AgreementAgreement to the contrary, in the event that the Executive if Recipient is a “"specified employee” " within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Recipient’s "separation from service" (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following Recipient’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Recipient in a lump-sum cash payment on the earlier of (i) the first regular payroll date of the Code and with such classification to be determined seventh month following the month in accordance with which the methodology established by Recipient’s separation from service occurs or (ii) the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (10th business day following Recipient’s death. If Recipient’s termination of employment hereunder does not constitute a "separation from service" within the meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of Recipient’s employment and which are subject to Code Section 409A shall not be paid until Recipient has experienced a "separation from service", or other permitted payment event, within the meaning of Code Section 409A. If the 60 day Release period covers two taxable years, then to the extent required by Code Section 409A, any portion of the Code) Award that otherwise would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination paid in such first taxable year instead shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.withheld

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement1986, as amended, and the Executive's other compensationguidance issued thereunder (“Section 409A”), to be exempt from or to comply with the requirements of Section 409A of the Code to the extent Section 409A may be applicable, and shall be construed accordingly. Any payments or distributions payable to Consultant under this Agreement upon a “separation from service” (as defined for purposes of Section 409A) of amounts classified as “nonqualified deferred compensation” for purposes of Section 409A, and not exempt from Section 409A, shall in no event be made or commence until six (6) months after such separation from service. Each payment under this Agreement (whether of cash, property or benefits) shall be treated as a separate payment for purposes of Section 409A. Where this Agreement provides that a payment will be made upon a specified date or during a specified period, such date or period will be the Section 409A “payment date” or “payment period”, but actual payment will be made no later than the latest date permitted under Section 409A (generally, by the later of the Code. In no event may the Executive, directly or indirectly, designate end of the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to in which the payment of any amounts delayed on account of Section 409A date falls, or the fifteenth day of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) third calendar days month after the payment date of the Executive's deathoccurs). All Any reimbursements and paid or in-kind benefits provided under this Agreement that constitute deferred compensation within Agreement, to the meaning of extent necessary to comply with Section 409A of the Code 409A, shall be made or provided in accordance with as soon as practicable but no later than 90 days after Consultant submits evidence of such expenses to the requirements of Section 409A of the Code, including, without limitation, that Company (i) which payment date shall in no event shall reimbursements by the Company under this Agreement be made later than the end last day of the calendar year next following the calendar year in which the applicable fees and expenses were expense was incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the ). The amount of in-kind such reimbursements or benefits that the Company is obligated to pay or provide in during any given calendar year shall not affect the in-kind reimbursements or benefits that the Company is obligated to pay or provide provided in any other calendar year; (iii) , and the Executive's right to have the Company pay or provide such any reimbursements and in-kind benefits may shall not be liquidated subject to liquidation or exchanged exchange for any other another benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.

Code Section 409A. This Certain compensation and benefits payable under this Agreement is are intended to comply with be exempt from the requirements of Section 409A of the Internal Revenue Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement1986, as amended, and the Executive's regulations and other compensationofficial guidance thereunder (“Code Section 409A”), to be exempt from or and other compensation and payments are intended to comply with the requirements Code Section 409A. The provisions of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated construed and interpreted in a manner that compensation and benefits are either exempt from or compliant with the application of Code Section 409A, and which does not result in additional tax or interest to Executive under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, if upon Executive’s termination of employment Executive is a specified employee, as a separate payment for purposes of defined in Code Section 409A 409A(a)(2)(B), and if any portion of the Code. In no event may the Executive, directly payments or indirectly, designate the calendar year of any payment benefits to be made received by Executive upon separation from service would be considered deferred compensation under this Agreement. If Code Section 409A, then such payments shall be delayed until the earliest of (a) the date that is at least six months after Executive dies following terminates employment for reasons other than Executive’s death, (b) the Date date of Termination and prior Executive’s death, or (c) any earlier specified date that does not result in additional tax or interest to Executive under Code Section 409A. As soon as practicable after the payment expiration of any amounts delayed on account of Section 409A such period, the entire amount of the Code, such amounts delayed payments shall be paid to Executive in a single lump sum. For purposes of this Agreement, references to a termination of employment shall be construed consistently with the personal representative definition of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All a “separation from service” under Code Section 409A. With respect to any taxable reimbursements and or in-kind benefits provided for under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Codeotherwise payable to Executive, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made (a) shall make all such reimbursements no later than the end of the calendar Executive’s taxable year next following the calendar taxable year in which the applicable fees and expenses were expense was incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten , (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (iib) the amount of expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide in provided, during any given calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide be provided, in any other calendar year; , and (iiic) the Executive's right to have the Company pay reimbursement or provide such reimbursements and in-kind benefits may shall not be liquidated subject to liquidation or exchanged exchange for any other benefit; benefits. If the 60-day period during which Executive must execute and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to not revoke a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary General Release and without any diminution in the value of the payments to the Executive, Separation Agreement following his termination date in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Codereceive any payment or benefits hereunder begins in one calendar year and ends in a second calendar year, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding then any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and payments or benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) occur during the six (6)-month first calendar year will be delayed and paid in a lump-sum during the portion of the 60-day period immediately following that falls within the Date second calendar year. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A1.409A-2(b)(2) of the Code, on the first business day which is more than six (6) months following the Date of TerminationTreasury Regulations.

Code Section 409A. This Agreement Although the Employers do not guarantee to the Executive any particular tax treatment relating to the payments and benefits under this Agreement, it is intended that such payments and benefits be exempt from, or comply with, Section 409A of the Code. The terms of this Agreement when subject to comply more than one interpretation shall always be interpreted in a manner that complies with the requirements of Code Section 409A and the formal guidance issued thereunder. Notwithstanding anything to the contrary, in the event that the Board of Directors of the Bank and the Corporation determine, after a review of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects applicable IRS guidance, that this Agreement should be administered in accordance amended to comply with Section 409A of the Code then the Employers may amend this Agreement to make any changes required to comply with Section 409A of the Code. The Company With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the Executive mutually intend right to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from reimbursement or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall not be made subject to liquidation or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice exchange for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurredanother benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide in benefits, provided during any given calendar taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide be provided, in any other calendar taxable year; and (iii) such payments shall be made on or before the last day of the Executive's right to have ’s taxable year following the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) taxable year in no event shall which the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date)expense was incurred. Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that If the Executive is deemed on the Date of Termination to be a “specified employee” (within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of the Code and with a “separation from service,” such classification to payment or benefit shall be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable made or provided under Section 4(a)(iat the date which is the earlier of (A) or 4(b)(i) during the expiration of the six (6)-month period immediately following measured from the Date date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) such “separation from service” of the CodeExecutive, on and (B) the first business day which is more than six date of the Executive’s death (6) months following the Date “Delay Period”). Upon the expiration of Terminationthe Delay Period, all payments and benefits delayed pursuant to this Paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay), shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

Code Section 409A. This All amounts payable under this Agreement is are intended to comply with the requirements of “short term deferral” exception from Section 409A of the Internal Revenue Code (“Section 409A”) specified in Treas. Reg. § 1.409A-1(b)(4) (or an exemption any successor provision) or exclusion therefrom the “separation pay plan” exception specified in Treas. Reg. § 1.409A-1(b)(9) (or any successor provision), or both of them, and shall be interpreted in all respects be administered a manner consistent with the applicable exceptions. Notwithstanding the foregoing, to the extent that any amounts payable in accordance with this Agreement are subject to Section 409A of the Code. The Company 409A, this Agreement shall be interpreted and the Executive mutually intend to structure the payments and benefits described administered in this Agreement, and the Executive's other compensation, to be exempt from or such a way as to comply with the requirements of Section 409A of the Code to the maximum extent applicablepossible. Each installment payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. 409A. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant subject to Section 409A of is triggered by a separation from service that occurs while the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive Employee is a “specified employee” (within the meaning of as defined by Section 409A of the Code 409A), and with if such classification amount is scheduled to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (paid within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than 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 personal representative or executor of the Employee’s estate following the Date Employee’s death. “Termination of Terminationemployment,” “resignation” or words of similar import, as used in this Agreement shall mean, with respect to any payments subject to Section 409A, the Employee’s “separation from service” as defined by Section 409A. WITNESS the due execution hereof as of the date first above written. Witness: CORONADO [GLOBAL RESOURCES INC.] /s/ Xxxxxxx X. Blue By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx Chief Executive Officer Witness: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxxx Xxxx Xxxxxxx Xxxx

Code Section 409A. This All COC Benefits and reimbursements payable in cash to the Executive under this Agreement is are intended to comply with the requirements of “short term deferral” exception specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), or otherwise be excepted from coverage under Section 409A of the Code (“Section 409A”). In addition, this Agreement will be interpreted, operated, and administered by the Company to the extent deemed reasonably necessary to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A, including any temporary or final Treasury regulations and guidance promulgated thereunder. Notwithstanding any other provision of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” under Section 409A, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred (or, where applicable, no later than such earlier time required by the Agreement). The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year, and no amounts payable with respect to Executive’s equity interest (if any) in the Company shall offset or reduce amounts payable to the Executive under this Agreement. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole discretion of the Company. CEO COC Notwithstanding any other provision of this Agreement to the contrary, if, at the time of Executive’s separation from service (as defined in Section 409A), Executive is a “Specified Employee”, then the Company will defer the payment or commencement of any nonqualified deferred compensation subject to Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following separation from service or, if earlier, the earliest other date as is permitted under Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six-month period or such shorter period, if applicable). Executive will be a “Specified Employee” for purposes of this Agreement if, on the date of Executive’s separation from service, Executive is an exemption individual who is, under the method of determination adopted by the Company designated as, or exclusion therefrom within the category of executives deemed to be, a “Specified Employee” within the meaning and shall in all respects be administered in accordance with Treasury Regulation Section 409A of the Code1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the Executive mutually intend application of and effects of the change in such determination. Notwithstanding anything in this Agreement or elsewhere to structure the payments and contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits described in that constitute “non-qualified deferred compensation” within the meaning of Section 409A upon or following a termination of Executive’s employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the Executive's other compensation, to date of such separation from service shall be exempt from the date of termination for purposes of any such payment or to comply with the requirements of Section 409A of the Code to benefits. To the extent applicable. Each payment required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Executive under this Agreement shall be treated as a separate payment for purposes of Section 409A paid to Executive on or before the last day of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date year in which the expense was incurred and the amount of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty expenses eligible for reimbursement (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided to Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year; provided, however, that with respect to any reimbursements for any taxes which Executive would become entitled to under this Agreement that constitute deferred compensation within the meaning of Section 409A terms of the Code Agreement, the payment of such reimbursements shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made no later than the end of the calendar year next following the calendar year in which Executive remits the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Terminationrelated taxes.

Code Section 409A. This Agreement Notwithstanding any other provision of this Agreement, it is intended that any payments or benefit which is provided pursuant to comply or in connection with the requirements of this Agreement which is considered to be deferred compensation subject to Section 409A of the Code or an exemption or exclusion therefrom shall be provided and shall paid in all respects be administered such form and at such time, including, without limitation, payment only in accordance connection with a permissible payment event as complies with the applicable requirements of Code Section 409A to avoid the unfavorable tax consequences provided therein for noncompliance. If Executive is a “specified employee” (as defined in Section 409A of the Code. The Company ) and any of the Executive mutually intend to structure the payments and benefits described in Bank’s or Company’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement, and the Executive's other compensation, Agreement which is considered to be exempt from or deferred compensation subject to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated deferred for six (6) months as a separate payment for purposes of required by Section 409A 409A(a)(2)(B)(i) of the CodeCode (the “409A Deferral Period”). In no the event may the Executive, directly or indirectly, designate the calendar year of any payment such payments are otherwise due to be made under 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 lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. For purposes of this Agreement. If the Executive dies following the Date , any termination of Termination and prior employment will be read to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to less than fifty percent (50%) of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period. With respect to any reimbursement provided under this Agreement, (a) such reimbursements shall be made or provided in accordance with within sixty (60) days from the requirements of Section 409A of the Codesubmission date, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (iib) the amount of in-kind benefits that the Company is obligated to pay or provide in any given expenses eligible for reimbursement during one calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide expenses eligible for reimbursement in any other calendar year; , and (iiic) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may reimbursement shall not be liquidated subject to liquidation or exchanged exchange for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Terminationbenefits.

Code Section 409A. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder (a “Separation from Service”). Notwithstanding any provision of this Agreement to the contrary, if, at the time of Employee’s Separation from Service, Employee is a “specified employee” (as defined in Section 409A of the Code) and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such Separation from Service is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such severance payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) that will not and could not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Employee’s Separation from Service and are in excess of the lesser of (i) two (2) times Employee’s then annual compensation or (ii) two (2) times the limit on compensation then set forth in Section 401(a)(17) of the Code and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Employee’s Separation from Service. If any payments are deferred due to such requirements, such amounts will be paid in a lump sum to Employee on the earliest of (a) Employee’s death following the date of Employee’s Separation from Service or (ii) the first payroll date that occurs after the date that is six (6) months following Employee’s Separation from Service. For these purposes, each severance payment or benefit is hereby designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This Agreement paragraph is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A so that none of the Code. The Company and the Executive mutually intend to structure the severance payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code provided hereunder will be subject to the extent applicable. Each payment additional tax imposed under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to this Agreement and to take such classification reasonable actions which are necessary, appropriate or desirable to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.

Code Section 409A. This Agreement is intended to comply comply, and shall be administered consistently in all respects, with the requirements of Code Section 409A of the Internal Revenue Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the 1986, as amended (“Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement”), and the Executive's other compensationregulations and additional guidance promulgated thereunder, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment In this connection, the Company shall have authority to take any action, or refrain from taking any action, with respect to this Agreement that is reasonably necessary to ensure compliance with Code Section 409A (provided that the Company shall choose the action that best preserves the value of the payments and benefits provided to the Executive under this Agreement that is consistent with Code Section 409A), and the parties agree that this Agreement shall be treated as interpreted in a separate payment for purposes of manner that is consistent with Code Section 409A 409A. In furtherance, but not in limitation of the Code. In foregoing: (a) in no event may the ExecutiveExecutive designate, directly or indirectly, designate the calendar year of any payment to be made hereunder; (b) in the event that Executive is a “specified employee” within the meaning of Code Section 409A, payments which constitute a “deferral of compensation” under this Agreement. If Code Section 409A and which would otherwise become due during the Executive dies first six (6) months following the Executive's Date of Termination shall be delayed and prior to the payment of any amounts all such delayed on account of Section 409A of the Code, such amounts payments shall be paid to in full in the personal representative of seventh (7th) month after the Executive's estate within thirty (30) calendar days after the date termination of employment or, if earlier, upon the Executive's death. All , provided that the above delay shall not apply to any payment that is excepted from coverage by Code Section 409A, such as a payment covered by the short-term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4); (c) notwithstanding any other provision of this Agreement, a termination, resignation or retirement of Executive's employment hereunder, shall mean, and be interpreted consistent with, a “separation from service” within the meaning of Code Section 409A, and “Date of Termination,” for purposes of determining the date that any payment or benefit is required to be provided hereunder, shall be deemed to mean the date of Executive's separation from service within the meaning of Code Section 409A; (d) with respect to any reimbursement of fees and expenses, or similar payments or any in-kind benefits, the following shall apply: (i) unless a specific time period during which such expense reimbursements and payments may be incurred is provided for herein, such time period shall be deemed to be Executive's lifetime; (ii) the amount of expenses eligible for reimbursement hereunder, or in-kind benefits provided under this Agreement that constitute deferred compensation within to which Executive is entitled hereunder, in any particular year shall not affect the meaning expenses eligible for reimbursement or in-kind benefits in any other year; (ii) the right to reimbursement of Section 409A expenses or in-kind benefits shall not be subject to liquidation or exchange for any other benefit; (iii) the reimbursement of the Code an eligible expense or a payment shall be made on or provided in accordance with before the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end last day of the calendar year next following the calendar year in which the applicable fees expense was incurred or the payment was remitted, as the case may be.” Please indicate your acceptance of, and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longeragreement to, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted this amendment by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify signing this Agreement, letter in the least restrictive manner necessary and without any diminution in the value of the payments to the Executivespace provided below. Sincerely, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.Valero Energy Corporation By: _____________________________ R. Xxxxxxx Xxxxxxxxx Senior Vice President Human Resources AGREED AND ACCEPTED: ________________________

Code Section 409A. This Both you and Calpine intend that payments and benefits under this Agreement is intended to are exempt from or comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company Internal Revenue Code of 1986, as amended (“Code Section 409A”) to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, administered to be exempt from or to comply with the requirements of Code Section 409A or in compliance therewith. Notwithstanding anything herein to the contrary, (a) if at the time of your termination of employment, you are a “specified employee” as defined in Code Section 409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A, then Calpine will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided by Calpine) until the date that is six months following the date of your termination of employment (or the earliest date as is permitted under Code Section 409A), (b) if any other payments of money or other benefits due to you hereunder could cause the application of an accelerated or additional tax under Code Section 409A, then such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Code Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent applicable. Each possible, in a manner determined by Calpine that does not cause such an accelerated or additional tax, (c) to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A, you shall not be considered to have terminated employment with Calpine for purposes of this Agreement and no payment shall be due to you under this Agreement until you would be considered to have incurred a “separation from service” from Calpine within the meaning of Code Section 409A, and (d) to the extent permitted by Code Section 409A, each amount to be paid or benefit to be provided to you pursuant to this Agreement, which constitutes deferred compensation subject to Code Section 409A, shall be treated construed as a separate identified payment for purposes of Code Section 409A 409A. You shall not have any right to determine a date of the Code. In no event may the Executive, directly or indirectly, designate the calendar year payment of any payment to be made amount under this Agreement. If To the Executive dies following the Date of Termination and prior extent required to the payment of any avoid an accelerated or additional tax under Code Section 409A, amounts delayed on account of Section 409A of the Codereimbursable to you under this Agreement, such amounts if any, shall be paid to you on or before the personal representative last day of the Executive's estate within thirty year following the year in which the expense was incurred, the amount of expenses eligible for reimbursement (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made to you) during any one year may not affect amounts reimbursable or provided in accordance with any subsequent year, and the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements reimbursement (and in-kind benefits may provided to you) under this Agreement shall not be liquidated subject to liquidation or exchanged exchange for another benefit. You acknowledge and understand that neither Calpine nor any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements employee or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary agent of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify Calpine has provided you any tax advice regarding this Agreement, in amounts payable under this Agreement, or Code Section 409A and that Calpine has urged you to seek advice from your own tax advisor regarding the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions tax consequences of this Agreement to comply with you. PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, EXCEPT AS SPECIFIED IN THIS AGREEMENT. CALPINE CORPORATION Dated: August 4, 2015 By: /s/ XXXXXXXXXXX XXXXX Xxxxxxxxxxx Xxxxx VP, Human Resources I have read the requirements above Agreement, have had an opportunity to obtain legal advice, and by signing below voluntarily accept and agree to its terms including the release of Section 409A of the Codeall claims, so known and unknown, except as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of specified in this Agreement. EMPLOYEE Dated: August 4, in the event that the Executive is a “specified employee” 2015 By: /s/ XXXX XXXXX Xxxx Xxxxx EMPLOYMENT SEPARATION BENEFIT SUMMARY SHEET Current Date: 08/04/2015 Separation Date: 08/04/2015 Name: Xxxx Xxxxx Hire Date/Seniority Date: 04/19/2010 Highest Annual Base Salary (within the meaning prior 3 years): $411,200 (gross) 2015 Target CIP Bonus: 60% of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.2015 Annual Base Salary

Code Section 409A. This The intent of the parties is that payments and benefits under this Agreement is intended comply with or otherwise be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event whatsoever shall Parent or Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding any other payment schedule provided herein to the requirements contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under this Section 1 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(d) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or an exemption or exclusion therefrom and shall in all respects be administered provided in accordance with the normal payment dates specified for them herein. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the Code. The Company and the Executive mutually intend to structure the payments and benefits described contrary in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicablethat any payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release Agreement, (A) if Executive fails to execute the Release Agreement on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release Agreement thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release Agreement, and (B) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release Agreement and are treated as “nonqualified deferred compensation” (within the meaning of Code Section 409A) shall be made in the later taxable year. Each For purposes of this Section 1(d) “Release Expiration Date” shall mean the date that is 21 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 45 days following the date of Executive’s termination of employment. To the extent that any payments of nonqualified deferred compensation (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 1(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release Agreement (and the applicable revocation period has expired) or, in the case of any payments subject to clause (B) of this Section 1(d), on the first payroll period to occur in the subsequent taxable year, if later. To the extent, if any, that the aggregate amount of the installments of the severance payment that would otherwise be paid pursuant to Section 1(c) after March 15 of the calendar year following the calendar year in which the Separation occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Executive in a lump sum on the Applicable March 15 (or the first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and the installments of the severance payment payable after the Applicable March 15 shall be reduced by such excess (beginning with the installment first payable after the Applicable March 15 and continuing with the next succeeding installment until the aggregate reduction equals such excess). For purposes of Code Section 409A, the Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements receive a series of separate and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Codedistinct payments. Notwithstanding any other provision of this Agreementto the contrary, in the no event shall any payment under this Agreement that the Executive is a constitutes “specified employeedeferred compensation” (within the meaning for purposes of Code Section 409A of the be subject to offset by any other amount unless otherwise permitted by Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.409A.

Code Section 409A. This Section 15 controls over anything in this Agreement to the contrary. It is intended to that any amounts payable under this Agreement shall either be exempt from or comply with the requirements of Section 409A of the Code and all regulations, guidance and other interpretive authority issued thereunder (collectively, “Section 409A”) so as not to subject you to payment of any additional tax, penalty or an exemption or exclusion therefrom and shall in all respects be administered in accordance with interest imposed under Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated interpreted accordingly. To the extent necessary to comply with Section 409A, references in this Agreement to “termination of employment” or “terminates employment” (and similar references) shall have the same meaning as a separate “separation from service” under Section 409A(a)(2)(A)(i) and any governing Internal Revenue Service guidance and Treasury regulations (“Separation from Service”), and no payment for purposes of subject to Section 409A that is payable upon a termination of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts employment shall be paid to unless and until (and not later than applicable in compliance with Section 409A) you incur a Separation from Service. To the personal representative extent that the reimbursement of any expenses or the Executive's estate within thirty (30) calendar days after the date provision of the Executive's death. All reimbursements and any in-kind benefits provided under this Agreement that constitute deferred compensation within is subject to Section 409A, (a) the meaning amount of Section 409A such expenses eligible for reimbursement, or in-kind benefits to be provided, during any one calendar year shall not affect the amount of the Code such expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (b) reimbursement of any such expense shall be made or provided in accordance with the requirements of Section 409A by no later than December 31 of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were expense is incurred; and (iic) the amount of your right to receive such reimbursements or in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect be subject to liquidation or exchange for another benefit. To the in-kind benefits extent that the Company is obligated to pay or provide in any other calendar year; (iiiSection 409A(a)(2)(B)(i) the Executive's right to have the Company pay or provide such reimbursements applies and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is you are a “specified employee” (within on the meaning date of your separation from service, then any payment treated as deferred compensation under Section 409A of the Code and with such classification to will be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on postponed until the first business day which is more than after the expiration of six (6) months following from the Date date of Termination.your separation from service (or your death if earlier). To the extent necessary for a change in the time or manner of a payment due to a Change in Control to comply with Section 409A, such change shall be effective only if the Change in Control constitutes a change in the effective ownership or effective control of the Holding Company or the Company, as applicable, or a change in the ownership of a substantial portion of the assets of the Holding Company or the Company, as applicable, in each case within the meaning of Treasury Regulation section 1.409A-3(i)(5). Xxxxxxx Xxxxx Page 8

Code Section 409A. This Agreement is intended to comply with the requirements of Code Section 409A of the Code or an exemption or exclusion therefrom and shall be construed accordingly. Any payments or distributions to be made to Executive under this Agreement upon a separation from service of amounts classified as "nonqualified deferred compensation" for purposes of Code Section 409A, and not exempt from Code Section 409A, shall in all respects no event be administered in accordance with made or commence until six months after Executive's Section 409A of Separation from Service. Any reference to a payment being exempt (or not exempt) from Code Section 409A refers to any applicable exemption available under Section 409A, including, without limitation, the Code. The Company short-term deferral rule and severance pay exemptions as provided in Code Section 409A and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicableTreasury Regulations. Each payment under this Agreement (whether of cash, property or benefits) shall be treated as a separate payment for purposes of Code Section 409A. Where this Agreement provides that a payment will be made upon a specified date or during a specified period, such date or period, as required by Code Section 409(A), but in no way to detract from or excuse the payment deadlines set forth in the operative provisions above in this Agreement, will be the Code Section 409A of the Code. In no event may the Executive"payment date" or "payment period", directly or indirectly, designate the calendar year of any and actual payment to will be made no later than the latest date permitted under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Code Section 409A of and the Coderegulations thereunder (generally, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than of the end of the calendar year next in which the payment date falls, or the fifteenth day of the third calendar month after the payment date occurs). To the extent that any payments made pursuant to this Agreement are reimbursements exempt from Code Section 409A, the amount of such payments during any calendar year shall not affect the benefits provided in any other calendar year, and the right to any such payments shall not be subject to liquidation or exchange for another benefit or payment. As required by Code Section 409A, but in no way to detract from or excuse the payment deadlines set forth in the operative provisions above in this Agreement, the payment date for any reimbursements shall in no event be later than the last day of the calendar year immediately following the calendar year in which the applicable fees and expenses were reimbursed expense was incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.

Code Section 409A. This Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein shall be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) to the maximum extent that such exemption if available and any ambiguities shall be interpreted accordingly; provided, however, that to the extent such exemption is not available, such benefits shall comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement necessary to avoid adverse personal tax consequences and any ambiguities herein shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Codeinterpreted accordingly. Notwithstanding any other provision of in this AgreementAgreement or elsewhere to the contrary, in the event that the if Executive is a “specified employee” (within the meaning of Section 409A, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of 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 with such classification to be determined in accordance with the methodology established by the applicable employerpermitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), amounts shall be delayed and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable paid or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day earlier of (i) the date which is more than six (6) months following 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 (ii) the Date date of Termination.Executive’s death. Notwithstanding anything in this Agreement, or elsewhere to the contrary, distributions upon termination of Executive’s employment may only be made upon Executive’s Separation from Service and such date shall be the termination date for purposes of receiving severance benefits under this Agreement, unless such amounts may be provided to Executive without causing adverse tax consequences. Each payment

Code Section 409A. This Agreement If and only to the extent that any payment or benefit under this Agreement, is determined to constitute “non-qualified deferred compensation” subject to Code Section 409A, then it is intended that such non-qualified deferred compensation be administered and paid in order to comply with the requirements of Section 409A all of the rules of Code Section 409A, and notwithstanding anything in this Agreement to the contrary: (i) if such payment or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits benefit is described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code4, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code payment or benefit shall be made or provided in accordance to Executive only upon or with the requirements reference to a “separation from service” as defined for purposes of Code Section 409A of under Treasury Regulation 1.409A-1(h) including the Codedefault presumptions thereunder, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Code Section 409A 409A(a)(2)(B)(i) of the Code and with such classification to be Code, as reasonably determined in accordance with the methodology established by the applicable employer)Company) on the Date of Termination and, amounts and benefits to the extent the Company reasonably determines that an amount or other benefit that is payable under this Agreement on account of Executive’s separation from service (other than as a result of Executive’s death) fails to qualify for any of the Accrued Obligations) that are exemptions from the definition of nonqualified deferred compensation available under Section 1.409A-1(b) of the Treasury Regulations and constitutes nonqualified deferred compensation that will subject Executive to “additional tax” under Code Section 409A(a)(1)(B) with respect to the payment of such amount or the provision of such benefit if paid or provided at the time specified in this Agreement, then the payment or provision thereof shall be postponed to the first business day after the six-month anniversary of the date of Executive’s separation from service or, if earlier, the date of Executive’s death (the “Delayed Payment Date”). In the event that this Section 10(1) requires a delay of any payments, such payments shall be accumulated and paid in a single lump sum on the Delayed Payment Date. If Executive is entitled to a payment within the meaning of a period following an event as permitted by Section 409A of the Code, Executive will have no right to designate the taxable year of payment. If the sixty (60) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month day period immediately following the Date of Termination shall instead be paidspans two taxable years, with interest on any delayed payment at the applicable federal rate provided for payments described in Section 7872(f)(2)(A4(a) of or Section 4(b) that are required to be made during such period, shall be made in the Code, on the first business day which is more than six (6) months following the Date of Terminationlater taxable year.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company (and the Executive mutually intend to structure the benefits and payments and benefits described in provided for under this Agreement, and the Executive's other compensation, ) are intended to be exempt from or to comply with the requirements of Section 409A of the Internal Revenue Code to of 1986, as amended, and the extent applicable. Each payment under regulations and other guidance issued thereunder (“Code Section 409A”), and this Agreement shall be treated as interpreted and administered in a separate payment manner consistent with that intention; provided, however, that under no circumstances shall the Company or a Subsidiary be liable for purposes any additional tax or other sanction imposed upon the Grantee, or other damage suffered by the Grantee, on account of Section 409A of this Agreement (or the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made benefits and payments provided for under this Agreement) being subject to and not in compliance with Code Section 409A. For purposes of this Agreement, if necessary to avoid the imposition of additional taxes upon the Grantee under Code Section 409A, the Grantee’s employment will not be considered to have terminated until and if the Grantee has experienced, in respect of the Company or a Subsidiary (or successor thereto), as applicable, a “separation from service” within the meaning of Treasury Regulation section 1.409A-1(h). Where Common Stock is required by this Agreement to be issued to the Grantee (and where dividend equivalent amounts are required to be paid to the Grantee) within a 15 day period following an applicable vesting date, the Company shall determine when during that 15 day period the Common Stock will be issued and the dividend equivalent amount will be paid to the Grantee. If the Executive dies following the Date of Termination and prior to the payment extent necessary to avoid the imposition of any additional taxes upon the Grantee under Code Section 409A, if the Grantee is entitled to receive Common Stock or dividend equivalent amounts delayed on account of Section 409A upon or as a result of the CodeGrantee’s separation from service, and if the Grantee is a “specified employee“ (within the meaning of Treasury Regulation section 1.409A-1(i)) on the date of his or her separation from service, notwithstanding any other provision of this Agreement to the contrary, such Common Stock shall be issued and such dividend equivalent amounts shall be paid to the personal representative Grantee no earlier than the earliest to occur of (i) the Executive's estate within thirty (30) calendar days after day next following the date that is the six-month anniversary of the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made Grantee’s separation from service, or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary date of the Effective Date)Grantee’s death. Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations[signature page follows] Diplomat Pharmacy, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of Inc. By Name: Its: The undersigned hereby acknowledges having read this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification agrees to be determined in accordance with the methodology established bound by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.all provisions set forth herein. Dated as of: GRANTEE: Name:

Code Section 409A. This Payments made pursuant to this Agreement is are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or otherwise to comply with the requirements provisions of Code Section 409A of the Code to the extent applicable. Each payment The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments 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 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 for purposes of payment; (b) except as otherwise provided in Section 409A 13(a) of the Code. In no event may Program, upon the Executive, directly or indirectly, designate the calendar year lapse of any payment Restrictions pursuant to be made under Section 5 of this Agreement. If the Executive dies following the , any Units not previously settled on a Delivery Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after settled as soon as administratively possible after, and effective as of, the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within Change in Control or the meaning of Section 409A date of the Code Employee’s Termination (as applicable); (c) 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 (d) the date of the Employee’s Disability shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements determined by the Company under in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements exempt from or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement 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 of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding or any other provision of federal, state, local, or non-United States law. None of the 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, in and the event that Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Executive is a “specified employee” (within Employee from the meaning of obligation to pay any taxes pursuant to Code Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Termination.409A.

Code Section 409A. This Agreement To the extent applicable, it is intended to that this Agreement and any payment made hereunder shall comply with the requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”). Any provision that would cause the Agreement or an exemption or exclusion therefrom and shall in all respects be administered in accordance with any payment hereof to fail to satisfy Code Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from shall have no force or effect until amended to comply with the requirements of Code Section 409A of the Code 409A, which amendment may be retroactive to the extent applicable. permitted by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A of the Code. 409A. In no event may the ExecutiveXxxxx, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Code Section 409A of the Code409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's Xxxxx’x right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's ’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's Xxxxx’x remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date)lifetime. Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments Notwithstanding anything contained herein to the Executivecontrary, in order with respect to cause the provisions of any amounts that may be provided pursuant to this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are constitute deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)), (x) in no event shall the Date of Termination occur until Xxxxx experiences a “separation of service” within the meaning of Code Section 409A, and the date on which such separation from service takes place shall be the “Date of Termination,” and all references herein to a “termination of services” (or words of similar meaning) shall mean a “separation of service” within the meaning of Code Section 409A and (y) to the extent the payment of any amount pursuant to Section 8 of this Agreement constitutes deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) and such amount is payable within a number of days that begins in one calendar year and ends in a subsequent calendar year, such amount shall be paid in the subsequent calendar year. Xxxxx acknowledges that he has been advised to consult with an attorney and any other advisors of Xxxxx’x choice prior to executing this Agreement, and Xxxxx further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date Code and any similar sections of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (6) months following the Date of Terminationstate tax law.

Code Section 409A. This All amounts payable under this Agreement is are intended to comply with the requirements of “short term deferral” exception from Section 409A of the Internal Revenue Code (“Section 409A”) specified in Treas. Reg. § 1.409A-1(b)(4) (or an exemption any successor provision) or exclusion therefrom the “separation pay plan” exception specified in Treas. Reg. § 1.409A-1(b)(9) (or any successor provision), or both of them, and shall be interpreted in all respects be administered a manner consistent with the applicable exceptions. Notwithstanding the foregoing, to the extent that any amounts payable in accordance with this Agreement are subject to Section 409A of the Code. The Company 409A, this Agreement shall be interpreted and the Executive mutually intend to structure the payments and benefits described administered in this Agreement, and the Executive's other compensation, to be exempt from or such a way as to comply with the requirements of Section 409A of the Code to the maximum extent applicablepossible. Each installment payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. 409A. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant subject to Section 409A of is triggered by a separation from service that occurs while the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive Employee is a “specified employee” (within the meaning of as defined by Section 409A of the Code 409A), and with if such classification amount is scheduled to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (paid within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day which is more than 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 personal representative or executor of the Employee’s estate following the Date Employee’s death. “Termination of Termination.employment,” “resignation” or words of similar import, as used in this Agreement shall mean, with respect to any payments subject to Section 409A, the Employee’s “separation from service” as defined by Section 409A. WITNESS the due execution hereof as of the date first above written. Attest: CALGON CARBON CORPORATION /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Chairman, President and Chief Executive Officer Witness: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx

Code Section 409A. This The Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicabletherefrom. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that that: (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided , provided, that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year (other than medical reimbursements described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's ’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's ’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's ’s remaining lifetime (or if longer, through the twentieth (20th) 20th anniversary of the Effective Date). Prior to To the extent the Executive is a “change specified employee,” as defined in Section 409A(a)(2)(B)(i) of control” but within the time period permitted Code and the regulations and other guidance promulgated thereunder and any elections made by the applicable Treasury RegulationsCompany in accordance therewith, notwithstanding the Company may, timing of payment provided in consultation with the Executive, modify any other Section of this Agreement, in no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the least restrictive manner necessary meaning of Treasury Regulation Section 1.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise be payable, distributable or settled during the six-month period after separation from service, will be made during such six- month period, and without any diminution in such payment, distribution or benefit will instead be paid, distributed or settled on the value first business day after such six-month period; provided, that if the Executive dies following the date of termination and prior to the payment, distribution, settlement or provision of the payments to the Executiveany payments, in order to cause the provisions of this Agreement to comply with the requirements distributions or benefits delayed on account of Section 409A of the Code, so as such payments, distributions or benefits shall be paid or provided to avoid the imposition personal representative of taxes and penalties on the Executive’s estate within 30 days after the date of the Executive’s death. If the Executive pursuant dies following the date of termination and prior to Section 409A the payment of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death. Notwithstanding the foregoing, the Executive understands and agrees that (1) that would otherwise be payable the Company does not guarantee the tax treatment (state or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(Afederal) of any payments or benefits under this Agreement (whether under Code Section 409A or otherwise) and (2) in no event shall the Code, on Company have any liability or responsibility to cover or reimburse the first business day which is more than six (6) months following Executive for any taxes that he may owe by reason of the Date of Terminationpayments received by the Executive in accordance with this Agreement.