Common use of Code Section 409A Clause in Contracts

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” or (ii) the date of Participant’s death.

Code Section 409A. The parties intend that (a) To the extent any provision of this Agreement and or action by the benefits provided hereunder be exempt from Employer would subject the requirements of Executive to liability for interest or additional taxes under Section 409A of the Internal Revenue Code of 1986, as amended (together with any Department of Treasury regulations the “Code”), it shall be deemed null and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. Howevervoid, to the extent permitted by law and deemed advisable by the Employer. It is intended that the RSUs (this Agreement will comply with, or any portion thereof) may be subject to exempt from, Code Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated administered accordingly and administered in interpreted and construed on a manner basis consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments Agreement to the Plan contrary, no termination or this Agreement, similar payments or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to benefits shall be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes payable hereunder on account of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a Executive’s termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. Each amount For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be paid separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Employer to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 24 shall not be construed as a separately identified payment guarantee of any particular tax effect for purposes the Executive’s benefits under this Agreement and the Employer does not guarantee that any such benefits will satisfy the provisions of Code Section 409A. In addition, notwithstanding anything herein 409A. (b) Notwithstanding any provision of this Agreement to the contrary, if upon termination of employment, a Participant Executive is deemed determined to be a “specified employee” within Specified Employee as of the meaning Date of that term under Section 409ATermination, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from required pursuant to Code Section 409A, such settlement payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six-month delay following the Date of Termination; and all delayed until payments shall be accumulated and paid in a lump-sum payment as of the date first day of the seventh month following the Date of Termination (or, if earlier, as of Executive’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period (based on the prime rate as reflected in the Wall Street Journal). Any portion of the benefits hereunder that is the earlier of (i) the expiration of were not otherwise due to be paid during the six-month period measured from following the date Date of such “separation from service” or (ii) Termination shall be paid to Executive in accordance with the date of Participant’s deathpayment schedule established herein.

Code Section 409A. The parties intend provisions in this Section 7 shall apply if the Participant is subject to taxation in the United States. 7.1 To the extent the Performance RSUs constitute “nonqualified deferred compensation” that this Agreement and the benefits provided hereunder be exempt from the requirements of is subject to Code Section 409A of the Code (together “NQ Deferred Compensation”), any Performance RSUs that are payable upon or with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after reference to the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs Participant’s Active Service terminates (or any portion thereofi) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of paid unless the RSUs unless such termination constitutes Participant experiences a “separation from service” within the meaning of Code Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to 409A and (ii) if the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A409A on the date of the Participant’s separation from service, thenthen the Performance RSUs shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 7.2 This Award and payments made pursuant to this Agreement and the settlement Plan are intended to qualify for an exemption from or comply with Code Section 409A. Notwithstanding any other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Performance RSUs granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Performance RSUs shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Performance RSUs. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable Company based on account of a “separation from service” that is not exempt from matters covered by Code Section 409A, such settlement including the tax treatment of any amount paid or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall be delayed until under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. 7.3 If the date that is the earlier of (i) the expiration vesting of the six-month period measured from Performance RSUs is accelerated in connection with a Change of Control, the Performance RSUs are considered NQ Deferred Compensation, and the Change of Control does not constitute a “change in control event,” within the meaning of the U.S. Treasury Regulations, then the cash equivalent of the Performance RSUs as of the date of such “separation from service” or (ii) the Change in Control shall be paid on the earliest of the applicable Vesting Date, the date of the Participant’s deathdeath or the date the Participant’s Active Status terminates due to Disability.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant 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 Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” within the meaning of that term (as defined under Code Section 409A), thenany payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the extent six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during the settlement of six months following his separation from service, if any, will be accumulated and paid to Executive during the RSUs seventh month following such 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 is considered employment” or similar phrases will be interpreted in accordance with the payment of “non-qualified deferred compensation” under Section 409A payable on account of a term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that is Code Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then such terms, provisions, and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not exempt from to comply with Code Section 409A, such settlement then neither the Corporation, its Subsidiaries, the Board, the Compensation Committee, nor its or their designees or agents shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” liable to Executive or (ii) the date of Participant’s deathany other person for actions, decisions, or determinations made in good faith.

Code Section 409A. The parties intend (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation the severance payment, will be paid to Executive during the six-month period following the Termination Date to the extent that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period, the Company will pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period. (b) To the extent applicable, this Agreement will be interpreted and the benefits provided hereunder be exempt from the requirements of applied consistent and in accordance with Section 409A of the Code (together with any and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of this Agreement to the Plan contrary, if the Company determines that any compensation or benefits payable under this AgreementAgreement may not be either exempt from or compliant with Section 409A of the Code and related Department of Treasury guidance, the Committee shall have the right Company may in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), Agreement or take any such other actions, as actions that the Committee Company determines are necessary or appropriate either for to (i) exempt the RSUs to be exempt compensation and benefits payable under this Agreement from the application of Section 409A of the Code and/or preserve the intended tax treatment of such compensation and benefits, or to (ii) comply with the requirements of Section 409A. For purposes 409A of the Plan Code and related Department of Treasury guidance; provided, however, that this AgreementSection 6(b) will not create any obligation on the part of the Company to adopt any such amendment or take any other action. (c) To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise will not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code and Section 6(a) hereof to the extent necessary to avoid accelerated taxation and/or tax penalties under provided in the exceptions in Treasury Regulation Section 409A1.409A-1(b)(4), a termination Section 1.409A-1(b)(9) or any other applicable exception or provision of employment shall not be deemed to have occurred for purposes of settlement of any portion Section 409A of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” or (ii) the date of Participant’s deathCode.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant 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. 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 (as defined under Code Section 409A), any payment that is deemed to be deferred compensation under Code Section 409A to be made to the meaning of Executive upon a separation from service may not be made before the date that term under is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six-month delay rule, all payments that would have been made to Executive during the six months following his separation from service that are not otherwise exempt from Code Section 409A, thenif any, will be accumulated and paid to Executive during the extent 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 settlement of purposes herein, the RSUs following such phrase “termination of employment is considered employment” or similar phrases will be interpreted in accordance with the payment of “non-qualified deferred compensation” under Section 409A payable on account of a 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 is 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 exempt from to comply with Code Section 409A, such settlement shall then neither the Company, the Board, the Committee nor its or their designees or agents will be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” liable to any participant or (ii) the date of Participant’s deathother person for actions, decisions or determinations made in good faith.

Code Section 409A. The parties intend provisions in this Section 6 shall apply if the Participant is subject to taxation in the United States. 6.1 To the extent the Restricted Stock Units constitute “nonqualified deferred compensation” that this Agreement and the benefits provided hereunder be exempt from the requirements of is subject to Code Section 409A of the Code (together “NQ Deferred Compensation”), any Restricted Stock Units that are payable upon or with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after reference to the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs Participant’s Active Service terminates (or any portion thereofi) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of paid unless the RSUs unless such termination constitutes Participant experiences a “separation from service” within the meaning of Code Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to 409A and (ii) if the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A409A on the date of the Participant’s separation from service, thenthen the Restricted Stock Units shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments made pursuant to this Agreement and the settlement Plan are intended to qualify for an exemption from or comply with Code Section 409A. Notwithstanding any other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable Company based on account of a “separation from service” that is not exempt from matters covered by Code Section 409A, such settlement including the tax treatment of any amount paid or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” under any circumstances have any liability to any Participant or (ii) the date of Participant’s deathhis or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement.

Code Section 409A. The parties intend that To the extent any provision of this Agreement and or action by the benefits provided hereunder be exempt from the requirements of Section 409A of the Company would subject Executive to liability for interest or additional taxes under Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, it shall be deemed null and void, to the extent that permitted by law and deemed advisable by the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that Company. Payments under this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines agreement are necessary or appropriate either for the RSUs intended to be exempt from the application of Code Section 409A or 409A, and, if not exempt, to comply be compliant with the requirements of Code Section 409A. For purposes Notwithstanding any provision of this Agreement to the Plan and this Agreementcontrary, to the extent necessary any payments are part of a plan or agreement that is subject to avoid accelerated taxation and/or tax penalties under Code Section 409A, a 409A and such payments are payable on termination of employment (or other similar concept), such payments shall not only be deemed to have occurred for purposes of settlement of any portion of made if the RSUs unless such termination payment triggering event also constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Code Section 409A. In addition, notwithstanding anything herein to if (A) the contrary, if upon termination Company has any class of employment, equity securities traded on a Participant stock exchange and (B) Executive is deemed to be a “specified employee” within the meaning (as that phrase is used for purposes of that term under Code Section 409A, then, to the extent the settlement ) as of the RSUs following such termination date of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a Executive’s “separation from service,” any payment that is subject to Code Section 409A and is payable by reason of Executive’s “separation from service,” such payment shall not exempt from Section 409A, such settlement shall be delayed until made prior to the date that is the earlier of (i) the expiration first day of the six-seventh (7th) calendar month period measured from following the date of such Executive’s “separation from service” or (ii) the date of ParticipantExecutive’s death, if earlier. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for Executive’s benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code.

Code Section 409A. The parties intend that Restricted Stock Unit Award and payments made pursuant to this Agreement and the benefits provided hereunder be exempt from Plan are intended to satisfy the requirements of Section 409A of the “short-term deferral” rule set forth in Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intentthe regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision of in this Agreement or the Plan or this AgreementPlan, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this AgreementCompany, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to avoid accelerated taxation unilaterally amend or modify this Agreement and/or tax penalties under the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, a termination including the tax treatment of employment any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not be exempt from, and therefore deemed to have occurred for purposes of settlement of any portion 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 the RSUs unless such termination constitutes a “date of the Participant’s separation from service” service (within the meaning of Treasury Regulation Section 409A. Each amount to 1.409A-1(h)), then the issuance of any shares that would otherwise be paid under this Agreement shall be construed as a separately identified payment for purposes made upon the date of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” separation from service or within the meaning of that term under Section 409A, then, to first six months thereafter will not be made on the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable originally scheduled dates and will instead be issued in a lump sum on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from six months and one day after the date of such “the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” or (ii) the date for purposes of Participant’s deathTreasury Regulation Section 1.409A-2(b)(2).

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant 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. 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 are in compliance with Code Section 409A. In the event that the Company (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” within (as defined under Code Section 409A), any payment that is deemed to be deferred compensation under Code Section 409A to be made to the meaning of Executive upon a separation from service may not be made before the date that term under is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six-month delay rule, all payments that would have been made to Executive during the six months following his separation from service that are not otherwise exempt from Code Section 409A, thenif any, will be accumulated and paid to Executive during the extent 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 settlement of purposes herein, the RSUs following such phrase “termination of employment is considered employment” or similar phrases will be interpreted in accordance with the payment of “non-qualified deferred compensation” under Section 409A payable on account of a 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 is 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 exempt from to comply with Code Section 409A, such settlement shall then neither the Company, the Board, the Committee nor its or their designees or agents will be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” liable to any participant or (ii) the date of Participant’s deathother person for actions, decisions or determinations made in good faith.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant 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 Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” within the meaning of that term (as defined under Code Section 409A), thenany payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the extent six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during the settlement of six months following his separation from service, if any, will be accumulated and paid to Executive during the RSUs seventh month following such 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 is considered employment” or similar phrases will be interpreted in accordance with the payment of “non-qualified deferred compensation” under Section 409A payable on account of a term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that is Code Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then such terms, provisions, and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not exempt from to comply with Code Section 409A, such settlement then neither the Corporation, the Board, the Compensation Committee, nor its or their designees or agents shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” liable to Executive or (ii) the date of Participant’s deathother person for actions, decisions, or determinations made in good faith.

Code Section 409A. The parties intend provisions in this Section 6 shall apply if the Participant is subject to taxation in the United States. 6.1 To the extent the Restricted Stock Units constitute “nonqualified deferred compensation” that this Agreement and the benefits provided hereunder be exempt from the requirements of is subject to Code Section 409A of the Code (together “NQ Deferred Compensation”), any Restricted Stock Units that are payable upon or with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after reference to the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs Participant’s Active Service terminates (or any portion thereofi) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of paid unless the RSUs unless such termination constitutes Participant experiences a “separation from service” within the meaning of Code Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to 409A and (ii) if the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A409A on the date of the Participant’s separation from service, thenthen the Restricted Stock Units shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments made pursuant to this Agreement and the settlement Plan are intended to qualify for an exemption from or comply with Code Section 409A. Notwithstanding any other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable Company based on account of a “separation from service” that is not exempt from matters covered by Code Section 409A, such settlement including the tax treatment of any amount paid or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall be delayed until under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. 6.3 If the date that is the earlier of (i) the expiration vesting of the six-month period measured from Restricted Stock Units is accelerated upon a Change of Control, the Restricted Stock Units are considered NQ Deferred Compensation, and the Change of Control does not constitute a “change in control event,” within the meaning of the U.S. Treasury Regulations, then the cash equivalent of the Restricted Stock Units calculated as of the date of such “separation from service” or (ii) the Change in Control shall be paid on the earliest of the applicable Vesting Date, the date of the Participant’s deathdeath or the date the Participant’s Active Status terminates due to Disability.

Code Section 409A. The parties intend that this Agreement and If the benefits provided hereunder be exempt from Participant is a “specified employee,” within the requirements meaning of Section 409A of the Code and the U.S. Treasury Regulations promulgated thereunder (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereofcollectively, “Section 409A”) ), at the time of a separation from service, any payments made under this Agreement in connection with a separation from service shall instead be paid on the first business day following the expiration of the six (6)-month period following the Participant's separation from service or, if earlier, death of the Participant, if necessary to comply with Section 409A. It is the maximum extent possible. However, to the extent intent that the RSUs (or any portion thereof) may be subject to Section 409A, terms of the parties intend that this Agreement and such benefits Restricted Stock Units shall comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision requirements of the Plan (or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under of) Section 409A, a termination of employment shall not and any ambiguities herein will be deemed interpreted to have occurred for purposes of settlement of any portion of so comply (or be exempt). The Company reserves the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A, thenright, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure that all vesting or payouts provided under this Agreement are made in a manner that complies with Section 409A or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A payable on account of a “separation from service” that if compliance is not practical; provided, however, that nothing in this paragraph 15 creates an obligation on the part of the Company to modify the terms of this Agreement or the Plan, and the Company makes no representation that the terms of the Restricted Stock Units under this Award Agreement will comply with (or be exempt from the application of) Section 409A409A or that payments under the Restricted Stock Units will not be subject to taxes, such settlement interest and penalties or other adverse tax consequences under Section 409A. In no event whatsoever shall the Company or any of its Subsidiaries or affiliates be delayed until liable to any party for any additional tax, interest or penalties that may be imposed on the date that is the earlier of Participant by Section 409A or any damages for failing to comply with (i) the expiration of the six-month period measured or be exempt from the date of such “separation from service” or (iiapplication of) the date of Participant’s death.Section 409A.

Code Section 409A. The To the extent applicable, the parties hereto intend that this Agreement and the benefits provided hereunder be exempt from the requirements of comply with Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunderall regulations, including without limitation any such regulations guidance, or other guidance that may be issued after the date hereof, interpretative authority thereunder (“Section 409A”) ). The parties hereby agree that this Agreement shall be construed in a manner to the maximum extent possible. However, to the extent comply with Section 409A and that the RSUs (or should any portion thereof) may provision be subject to found not in compliance with Section 409A, the parties intend that are hereby contractually obligated to execute any and all amendments to this Agreement deemed necessary and such benefits comply required by legal counsel for Employer to achieve compliance with the deferral, payout, Section 409A. By execution and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision delivery of the Plan or this Agreement, the Committee shall Executive irrevocably waives any objections he may have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take amendments required by Section 409A. The parties also agree that in no event shall any other actions, as the Committee determines are necessary or appropriate either for the RSUs payment required to be exempt from the application of Section 409A or made pursuant to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” Agreement that is considered deferred compensation within the meaning of Section 409A. Each amount 409A be made to Executive unless he has incurred a separation from service (as defined in Section 409A). In the event Executive is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) so that payments cannot commence under Section 409A until the lapse of six (6) months after a separation from service, then any such payments of deferred compensation that are required to be paid under this Agreement shall in a single lump sum may not be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to made until the contrary, if upon termination of employment, a Participant date which is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “six (6) months after Executive’s separation from service” . Furthermore, the first six (6) months of any such payments of deferred compensation that is not exempt from Section 409A, such settlement are required to be paid in installments shall be delayed until paid at the date that is the earlier of (i) the expiration beginning of the six-seventh month period measured from the date of such “following Executive’s separation from service” or (ii) . All remaining installment payments shall be made as would ordinarily have been made under the date provisions of Participant’s deaththis Agreement.

Code Section 409A. The parties intend (a) To the extent that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits shall comply with the deferral, payout, and other limitations and restrictions imposed under provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding these intentions, and to the extent that any regulations or other provision guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from Agreement while avoiding the application of such taxes or interest under Code Section 409A or 409A. (c) Notwithstanding any provision in the Agreement to comply with the requirements of Section 409A. For purposes contrary if, as of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination effective date of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon Employee’s termination of employment, he is a Participant is “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a “specified employee” within six (6) month delay following the meaning Employee’s separation from service. For purposes of that term under Code Section 409A, thenall installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the extent prime rate in effect on the settlement first day of such six-month period. Any portion of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” benefits hereunder that is were not exempt from Section 409A, such settlement shall otherwise due to be delayed until the date that is the earlier of (i) the expiration of paid during the six-month period measured from following the date of such “separation from service” or (ii) termination shall be paid to the date of Participant’s deathEmployee in accordance with the payment schedule established herein.

Code Section 409A. The parties intend It is intended that all compensation payable pursuant to this Agreement and the benefits provided hereunder be are exempt from the requirements of or, alternatively, comply with Section 409A of (and any legally binding guidance promulgated under Section 409A, including, without limitation, the Final Treasury Regulations) (“Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to ), and this Agreement will be interpreted, administered and operated accordingly. The Company reserves the maximum extent possible. Howeverright, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure that all payments provided for under this Agreement are made in a manner that qualifies for exemption from or complies with Code Section 409A; provided, however, that the RSUs (Company makes no representation that the grant, vesting, or settlement of the Award will be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the grant, vesting or settlement of the Award granted pursuant to this Agreement. In the event that any portion thereof) may provision of this Agreement is inconsistent with Code Section 409A or such guidance, then the applicable provisions of Code Section 409A shall supersede such inconsistent provision. Notwithstanding the foregoing, in no event will any of Company, its parent, or their respective subsidiaries, affiliates, or officers, directors, employees, or agents have any liability for failure of the form of this Agreement to be subject to exempt from or comply with Code Section 409A and none of the foregoing guarantees that the form of this Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and ▇▇▇▇▇▇▇’s right to receive any payments pursuant to this Agreement shall be interpretedtreated as a right to receive a separate and distinct payment, operated and administered any payments to be made in installments shall be deemed to be a manner consistent series of separate payments. Whenever a payment under this Agreement specifies a payment period with such intent. Notwithstanding any other provision reference to a number of the Plan or this Agreementdays, the Committee actual date of payment within the specified period shall have be within the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a Company. A termination of employment under this Agreement shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes mean a “separation from service” within the meaning of under Code Section 409A. Each amount to be paid under this Notwithstanding any provisions of the Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement that Code Section 409A would cause an adverse tax consequence to Grantee, a Change in Control shall not be deemed to occur for purposes of this Agreement unless the Change in Control meets the definition ascribed to the phrase “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the RSUs following such termination Assets of employment is considered the payment of “non-qualified deferred compensationa Corporation” under Section 409A payable on account of a “separation Treasury Department Regulation 1.409A-3(i)(5), as revised from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” time to time in either subsequent regulations or (ii) the date of Participant’s deathother guidance.

Code Section 409A. The parties intend (a) It is the intention of Company and Executive that the provisions of this Agreement and the benefits provided hereunder be exempt from the requirements of comply with Section 409A of the Code (together with any Department of Treasury and the rules, regulations and other interpretive guidance issued thereunder, authorities promulgated thereunder (including without limitation any such regulations or other guidance that may be issued after the date hereoftransition rules thereof) (collectively, “Section 409A”) to the maximum extent possible. However), to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that and all provisions of this Agreement will be construed and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered interpreted in a manner consistent with such intent. Notwithstanding 409A. (b) To the extent Executive is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code and as determined in good faith by Company, notwithstanding the timing of payment provided in any other provision Section of the Plan or this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the Committee 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 during the six-month period after separation from service will be made during such six-month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six-month period. (c) In the event that Company determines that any provision of this Agreement does not comply with 409A, Company will be entitled (but will have no obligation) without Executive’s consent, to amend or modify such provision to comply with 409A; provided, however, that such amendment or modification will, to the greatest extent commercially practicable, maintain the economic value to Executive of such provision. (d) For purposes of 409A, each installment of Severance Pay under Sections 1.1(a), 1.3(a) and 1.4(a) will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (e) Except as permitted by Section 409A, the continued benefits provided to Executive pursuant to this Agreement during any calendar year will not affect the continued benefits provided to Executive in any other calendar year, and the amount of any costs of purchasing benefits reimbursed pursuant to this Agreement shall be paid to Executive no later than the last day of the calendar year following the calendar year in which such costs are incurred by Executive. (f) Neither Executive nor any creditor or beneficiary of Executive will have the right in its sole discretion to subject any deferred compensation (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid 409A) payable under this Agreement shall be construed or under any other plan, policy, arrangement or agreement of or with Company or any affiliate thereof (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as a separately identified payment for purposes of permitted by Section 409A. In addition409A, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” any deferred compensation (within the meaning of that term under Section 409A) payable to or for the benefit of Executive under any Company Plan may not be reduced by, thenor offset against, any amount owing by Executive to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” Company or (ii) the date of Participant’s deathany affiliate thereof.

Code Section 409A. The parties intend (a) To the extent that this Agreement any of the terms and conditions contained herein which were modified by Amendment Number 1 (the “Amendment”) constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A (and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, ) (collectively referred to herein as “Code Section 409A”) to the maximum extent possible. However)), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement, as amended by the Amendment, constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits shall comply with the deferral, payout, and other limitations and restrictions imposed under provisions of Code Section 409A so as not to subject Executive to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding these intentions, and to the extent that any regulations or other provision guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain, to the maximum extent practicable, the original intent of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from Agreement while avoiding the application of such taxes or interest under Code Section 409A or 409A. (c) Notwithstanding any provision in the Agreement to comply with the requirements of Section 409A. For purposes contrary if, as of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination effective date of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon Executive’s termination of employment, he is a Participant is “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a “specified employee” within six (6) month delay following the meaning Executive’s separation from service. For purposes of that term under Code Section 409A, thenall installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the extent prime rate in effect on the settlement first day of such six-month period. Any portion of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” benefits hereunder that is were not exempt from Section 409A, such settlement shall otherwise due to be delayed until the date that is the earlier of (i) the expiration of paid during the six-month period measured from following the date termination shall be paid to the Executive in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Code Section 416(i), “separation from servicecompensation” or (ii) shall mean Employee’s W-2 compensation as reported by the date Bank for a particular calendar year.” All other terms and conditions of Participant’s deaththe Agreement remain in full force and effect.

Code Section 409A. The parties intend (a) To the extent that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A any of the terms and conditions contained herein constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits shall comply with the deferral, payout, and other limitations and restrictions imposed under provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Executive to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding these intentions, and to the extent that any regulations or other provision guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from Agreement while avoiding the application of such taxes or interest under Code Section 409A or 409A. (c) Notwithstanding any provision in the Agreement to comply with the requirements of Section 409A. For purposes contrary if, as of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination effective date of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon Executive’s termination of employment, he is a Participant is “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a “specified employee” within six (6) month delay following the meaning Executive’s separation from service. For purposes of that term under Code Section 409A, thenall installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the extent prime rate in effect on the settlement first day of such six-month period. Any portion of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” benefits hereunder that is were not exempt from Section 409A, such settlement shall otherwise due to be delayed until the date that is the earlier of (i) the expiration of paid during the six-month period measured from following the date of such “separation from service” or (ii) termination shall be paid to the date of Participant’s deathExecutive in accordance with the payment schedule established herein.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant 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 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 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 (as defined under Code Section 409A), any payment that is deemed to be deferred compensation under Code Section 409A to be made to the meaning of Executive upon a separation from service may not be made before the date that term under is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six-month delay rule, all payments that would have been made to Executive during the six months following his separation from service that are not otherwise exempt from Code Section 409A, thenif any, will be accumulated and paid to Executive during the extent 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 settlement of purposes herein, the RSUs following such phrase “termination of employment is considered employment” or similar phrases will be interpreted in accordance with the payment of “non-qualified deferred compensation” under Section 409A payable on account of a 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 is Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not exempt from to comply with Code Section 409A, such settlement then neither the Company, the Board, the Committee nor its or their designees or agents shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” liable to any participant or (ii) the date of Participant’s deathother person for actions, decisions or determinations made in good faith.

Code Section 409A. 18.1. The parties intend Executive and the Employer acknowledge that each of the payments and benefits promised to the Executive under this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate must either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Code Section 409A. For purposes of 409A and the Plan regulations thereunder or qualify for an exception from compliance. To that end, the Executive and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not Employer agree that: 18.1.1. The Executive will be deemed to have occurred a date of termination of employment for purposes of settlement determining the timing of any portion of the RSUs unless such termination constitutes payments or benefits hereunder that are classified as deferred compensation only upon a “separation from service” within the meaning of Code Section 409A. Each amount 409A; 18.1.2. The expense reimbursements described in Section 6.3 are intended to satisfy the requirements for a “reimbursement plan” described in Treasury Regulation Section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; 18.1.3. The payments described in Sections 8.1.1 and 8.1.2 are intended to be excepted from compliance with Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(3) as payment made pursuant to the Employer’s customary payment timing arrangement; 18.1.4. The benefits and payments described in Section 8.1.3 are expected to comply with or be excepted from compliance with Code Section 409A on their own terms; and 18.1.5. The welfare benefits provided in kind under Section 8.3.3 are intended to be excepted from compliance with Code Section 409A as welfare benefits pursuant to Treasury Regulation Section 1.409A-1(a)(5) and/or as benefits not includible in gross income. To the extent not otherwise excepted from compliance with Code Section 409A, such benefits will be administered to satisfy the requirements for a “reimbursement plan” described in Treasury Regulation Section 1.409A-3(i)(1)(iv)(A). 18.2. With respect to payments under this Agreement, for purposes of Code Section 409A, each severance payment (if there is more than one payment) will be considered one of a series of separate payments. The Executive and the Employer further agree that, to the extent not otherwise exempt, the termination benefits described in this agreement are intended to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or as payments pursuant to a separation pay plan pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). In the case of a payment that is not excepted from compliance with Code Section 409A and that is not otherwise designated to be paid under immediately upon a permissible payment event within the meaning of Treasury Regulation Section 1.409A-3(a), the payment shall not be made prior to the later of (i) the date specified in Section 8.6 and, (ii) if the Executive is a specified employee (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of his separation from service, the first day of the seventh month following the Executive’s separation from service. Furthermore, this Agreement shall be construed and administered in such manner as a separately identified payment for purposes of shall be necessary to effect exemption from, and/or compliance with, Code Section 409A. In additionNeither the Bank nor the Company make any representations or warranties that the payments provided under this Agreement comply with, notwithstanding anything herein to the contraryor are exempt from, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A, thenand in no event shall either the Bank or the Company be liable for any portion of any taxes, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable penalties, interest, or other expenses that may be incurred by Executive on account of a “separation from service” that is not exempt from non-compliance with Code Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” or (ii) the date of Participant’s death.409A.

Code Section 409A. The parties intend It is the intention of the Company and the Executive that this Agreement and will not result in unfavorable tax consequences to the benefits provided hereunder be exempt from Executive under Section 409A of the requirements Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possibleCode. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this This Agreement shall be interpreted, operated administered and administered interpreted in a manner consistent with such this intent. Notwithstanding , and any other provision that would cause this Agreement to fail to satisfy Section 409A of the Plan or this Agreement, the Committee shall Code will have the right in its sole discretion no force and effect until amended to comply therewith (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments which amendment may be retroactive to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of extent permitted by Section 409A or of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with the requirements of Section 409A. For purposes 409A of the Plan and Code, including, if necessary, amending this AgreementAgreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent necessary required in order to avoid accelerated taxation and/or tax penalties under Section 409A409A of the Code, a the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment shall not until he would be deemed considered to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes incurred a “separation from service” from the Company within the meaning of Section 409A. Each 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid under or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separately separate identified payment for purposes of Section 409A. In addition409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, notwithstanding anything herein (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the contrary, if upon termination of employment, a Participant is deemed extent that the right to be reimbursement does not provide for a “specified employeedeferral of compensation” within the meaning of that term under Section 409A, then, to the extent the settlement 409A of the RSUs following such termination Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of employment is considered this Agreement, the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement reimbursements shall be delayed until made by the date that is Company no later than the earlier end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (ic) the expiration of the sixright to reimbursement or in-month period measured from the date of such “separation from service” kind benefit shall not be subject to liquidation or (ii) the date of Participant’s deathexchange for another benefit.

Code Section 409A. The parties intend that (a) Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payments and benefits provided hereunder set forth herein shall either be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to shall comply with the requirements of Code Section 409A. For purposes of the Plan and this Agreement409A and, accordingly, to the maximum extent necessary permitted, this Agreement shall be interpreted to avoid accelerated taxation and/or tax penalties under be exempt from or in compliance with Code Section 409A409A. The parties hereto agree that the payments and benefits set forth herein comply with or are exempt from the requirements of Code Section 409A and agree not to take any position, and to cause their affiliates, successors and assigns not to take any position, inconsistent with such interpretation for any reporting purposes, whether internal or external. (b) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of settlement any provision of this Agreement providing for the payment of any portion amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Code Section 409A upon or following a termination of the RSUs Employee’s employment unless such termination constitutes is also a “separation from service” within the meaning of Code Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment 409A and, for purposes of Section 409A. In additionany such provision of this Agreement, notwithstanding anything herein references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be treated as the date of termination for purposes of any such payment or benefits. Notwithstanding any other provision of this Agreement to the contrary, if upon termination of employment, a Participant the Employee is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Code Section 409A payable on account of and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Employee’s “separation from service” that is not exempt from (within the meaning of Code Section 409A), then such settlement payment or benefit required under this Agreement shall not be delayed until paid (or commence) during the date six-month period immediately following the Employee’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that is 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 Employee in a lump-sum cash payment on the earlier of (i) the expiration first regular payroll date of the six-seventh (7th) month period measured from following the date of such “Employee’s separation from service” service or (ii) the date of Participanttenth (10th) business day following the Employee’s death. (c) It is intended that each installment of any severance payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Code Section 409A. Neither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense shall be made promptly and in all cases on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. (d) Notwithstanding anything contained herein to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Employee’s termination of employment are subject to Employee’s execution and delivery of the Release, (i) if Employee fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Employee’s acceptance of the Release thereafter, Employee shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (ii) in any case where Employee’s date of termination and the last day the Release may be considered or, if applicable, revoked, fall in two separate taxable years, any payments required to be made to Employee that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Code Section 409A shall be made in the later taxable year. For purposes of this Section 17(d), “Release Expiration Date” shall mean (x) if Employee is under 40 years old as of the date of termination, the date that is seven (7) days following the date upon which the Company timely delivers the Release to Employee, and (y) if Employee is 40 years or older as of the date of termination, the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Employee, or, in the event that Employee’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 forty-five (45) days following such delivery date. 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 Employee’s termination of employment are delayed pursuant to this Section 17(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Employee executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 17(d)(ii), on the first payroll period to occur in the subsequent taxable year, if later.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant 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 Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” within the meaning of that term (as defined under Code Section 409A), thenany payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the extent six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during the settlement of six months following his or her separation from service, if any, will be accumulated and paid to Executive during the RSUs seventh month following such his or her separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “termination of employment is considered employment” or similar phrases will be interpreted in accordance with the payment of “non-qualified deferred compensation” under Section 409A payable on account of a term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that is Code Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then such terms, provisions, and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not exempt from to comply with Code Section 409A, such settlement then neither the Corporation, its Subsidiaries, the Board, the Compensation Committee, nor its or their designees or agents shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” liable to Executive or (ii) the date of Participant’s deathany other person for actions, decisions, or determinations made in good faith.

Code Section 409A. The parties intend Notwithstanding any other provision of this Agreement, it is intended that any payments or benefit which is provided pursuant to or in connection with this Agreement and the benefits provided hereunder which is considered to be exempt from the requirements of deferred compensation subject to Section 409A of the Code shall be provided and paid in such form and at such time, including, without limitation, payment only in 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 Employee is a “specified employee” (together with as defined in Section 409A of the Code) and any Department of Treasury regulations and other interpretive guidance issued thereunderthe Bank’s or Holding Company’s stock is publicly traded on an established securities market or otherwise, including without limitation then payment of any such regulations amount or other guidance that may provision of any benefit under this Agreement which is considered to be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be deferred compensation subject to Section 409A409A of the Code shall be deferred for six (6) months as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the parties intend that this Agreement payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and such benefits comply with paid in lump sum as soon as the deferral, payout409A Deferral Period ends, and other limitations and restrictions imposed under Section 409A and this Agreement the balance of the payments shall be interpreted, operated and administered in a manner consistent with such intentmade as otherwise scheduled. Notwithstanding any other provision For purposes of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not will be deemed read to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes mean a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement 409A of the RSUs following Code where it is reasonably anticipated that no further services would be performed after such termination date or that the level of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” bona fide services Employee would perform after that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (iwhether as an employee or independent contractor) the expiration would permanently decrease to less than fifty percent (50%) of the sixaverage level of bona fide services performed over the immediately preceding thirty-six (36) month period measured from the date of such “separation from service” or (ii) the date of Participant’s deathperiod.

Code Section 409A. The parties intend that To the extent applicable, this Agreement and the benefits provided hereunder shall be exempt from the requirements of interpreted in accordance with Section 409A of the Code (together with any and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date hereof, of this Agreement (“Section 409A”) to the maximum extent possible). However, to To the extent that the RSUs (or Company determines that any portion thereof) of the Award may be or become subject to Section 409A, the parties intend that Company may amend this Agreement and such benefits in a manner intended to comply with the deferral, payout, and other limitations and restrictions imposed under requirements of Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures an exemption therefrom (including amendments, policies and procedures amendments with retroactive effect), or take any other actions, actions as the Committee determines are it deems necessary or appropriate either for to (a) exempt the RSUs to be exempt Award from the application of Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or to (b) comply with the requirements of Section 409A. For purposes 409A; provided, however, that nothing in this Agreement shall create any obligation on the part of the Plan and Company to adopt any such amendment or take any such other action or any liability for doing so or failure to do so. Notwithstanding anything to the contrary in this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid no amounts payable under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein paid to the contrary, if upon termination of employment, a Participant is deemed prior to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from following the date of such Participant’s “separation from service” (within the meaning of Code Section 409A(a)(2)(A)(i)) to the extent that the Company determines that paying such amounts prior to the expiration of such six-month period would result in a prohibited distribution under Code Section 409A(a)(2)(B)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of the applicable six-month period (or (ii) such earlier date upon which such amounts can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the date of Participant’s death), such amounts shall be paid to the Participant.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant 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. 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 (as defined under Code Section 409A), any payment that is deemed to be deferred compensation under Code Section 409A to be made to the meaning of Executive upon a separation from service may not be made before the date that term under is six (6) months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six (6)-month delay rule, all payments that would have been made to Executive during the six (6) months following his separation from service that are not otherwise exempt from Code Section 409A, thenif any, will be accumulated and paid to Executive during the extent seventh (7th) month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the settlement of purposes herein, the RSUs following such phrase “termination of employment is considered employment” or similar phrases will be interpreted in accordance with the payment of “non-qualified deferred compensation” under Section 409A payable on account of a 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 is 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 exempt from to comply with Code Section 409A, such settlement shall then neither the Company, the Board, the Committee nor its or their designees or agents will be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” liable to any participant or (ii) the date of Participant’s deathother person for actions, decisions or determinations made in good faith.

Code Section 409A. The parties intend that (a) To the extent applicable, this Agreement and the benefits provided hereunder shall be exempt from the requirements of interpreted in accordance with Internal Revenue Code Section 409A of the Code (409A, together with any Department of Treasury regulations and other interpretive official guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, promulgated thereunder (“Section 409A”) ). Notwithstanding any provision of this Agreement to the maximum extent possible. Howevercontrary, to if the extent Corporation determines that the RSUs (any compensation or any portion thereof) benefits payable under this Agreement may not be subject to either compliant with or exempt from Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to Corporation may adopt such amendments to the Plan or this Agreement, Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any such other actions, as that the Committee Corporation determines are necessary or appropriate either for to avoid the RSUs imposition of taxes under Section 409A, including without limitation, actions intended to be (i) exempt the compensation and benefits payable under this Agreement from the application of Section 409A or to 409A, and/or (ii) comply with the requirements of Section 409A. For purposes of 409A; provided, however, that (A) no such action shall be taken without the Plan and this Agreement, Restricted Stockholder’s written consent to the extent necessary that any such action would adversely affect such the Restricted Stockholder’s rights hereunder, and (ii) this Section 3.11(a) shall not create any obligation on the part of the Corporation or any of its affiliates to avoid accelerated taxation and/or tax penalties adopt any such amendment, policy or procedure or take any such other action, nor shall the Corporation or any of its affiliates have any liability for failing to do so. (b) 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 extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment shall not under this Agreement may only be deemed to have occurred for purposes of settlement of any portion of made upon the RSUs unless such termination constitutes a Restricted Stockholder’s “separation from service” from the Corporation (within the meaning of Section 409A. Each amount 409A). (c) Notwithstanding anything to the contrary in this Agreement, no amounts shall be paid to Restricted Stockholder [or Contractor] under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to during the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement of the RSUs six-month period following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a Restricted Stockholder’s “separation from service” that is not exempt from (within the meaning of Section 409A, ) to the extent that paying such settlement shall be amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i). If the payment of any such amounts is delayed until the date that is the earlier of (i) the expiration as a result of the previous sentence, then on the first business day following the end of such six-month period measured from (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the date of such “separation from service” or (ii) the date of ParticipantRestricted Stockholder’s death), the Restricted Stockholder shall receive payment of a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Restricted Stockholder during such six-month period without interest thereon.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant 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 (as defined under Code Section 409A), any payment that is deemed to be deferred compensation under Code Section 409A to be made to the meaning of Executive upon a separation from service may not be made before the date that term under is six (6) months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six (6)-month delay rule, all payments that would have been made to Executive during the six (6) months following her separation from service that are not otherwise exempt from Code Section 409A, thenif any, will be accumulated and paid to Executive during the extent 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 settlement of purposes herein, the RSUs following such phrase “termination of employment is considered employment” or similar phrases will be interpreted in accordance with the payment of “non-qualified deferred compensation” under Section 409A payable on account of a 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 is 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 exempt from to comply with Code Section 409A, such settlement shall then neither the Company, the Board, STRM, the Committee nor its or their affiliates designees or agents will be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” liable to any participant or (ii) the date of Participant’s deathother person for actions, decisions or determinations made in good faith.

Code Section 409A. The parties intend In general, it is intended that all compensation provided for under the terms of this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (together with any Department the “Code”), by reason of the “short-term deferral” and “separation pay” exemptions found in Treasury regulations Regulation Sections 1.409A-1(b)(4) and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”(9) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may successor to such exemptions). Notwithstanding the foregoing, however, if any payments are deemed to be subject to a form of nonqualified deferred compensation for purposes of Code Section 409A, the parties Parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall compensation arrangements be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do structured so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Code Section 409A and shall make reasonable efforts to cause such arrangements to comply with Code Section 409A. For purposes In this regard, all payments that are deemed to be subject to Code Section 409A will be considered to be separate payments and not a form of the Plan and this Agreementinstallment payments, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, any such payments that are triggered by a termination of employment shall not will be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes paid when there has been a “separation from service” within the meaning (as that phrase is used for purposes of Code Section 409A), and no such payments will be subject to offset by any other amount unless otherwise permitted by Section 409A. Each amount Whenever a payment that is subject to Code Section 409A has a specified payment date, payment will be made at such time as is deemed to be paid under this Agreement shall be construed as a separately identified timely payment for purposes of Code Section 409A. In addition, notwithstanding anything herein to 409A and any discretion as the contrary, if upon termination time of employment, a Participant payment will be exercised solely by the Company. If the Executive is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Code Section 409A payable on account at the time of a his “separation from service” ”, then any payments that is not exempt are triggered by such separation from Section 409A, such settlement shall service that would otherwise be delayed until payable within the six-month period following the separation from service will be paid in a lump sum on the date that is the earlier first day of (i) the expiration of calendar month following the six-month period measured from anniversary of the date of such “Executive’s separation from service. If and to the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred, (iiB) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (C) the date amount of Participantexpenses eligible for reimbursement, or the in-kind benefits provided, during any taxable year will not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year, and (D) any reimbursement shall be for expenses incurred during the period of time specified in this Agreement and if no time period is specified, shall be for expenses incurred during the Executive’s deathlifetime. It is the intent of this Agreement to comply with, or be exempt from, the requirements of Code Section 409A so that none of the payments and benefits to be provided hereunder shall be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein shall be interpreted to so comply.

Code Section 409A. (i) The intent of the parties intend is that payments and benefits under this Agreement and the benefits provided hereunder comply with or otherwise be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury and the regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent possible. Howeverpermitted, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpretedinterpreted to be either exempt from or in compliance therewith. In no event shall the Parent or Employer be liable for any additional tax, operated and administered in a manner consistent interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with such intent. Code Section 409A. (ii) Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything schedule provided herein to the contrary, if upon termination of employment, a Participant the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A409A(a)(2)(B), then, to the extent the settlement of the RSUs following such termination of employment then any payment under Section 1 hereof that is considered the payment of “non-qualified deferred compensation” compensation under Code Section 409A payable on account of a “separation from service” that is shall not exempt from Section 409A, such settlement shall be delayed made until the date that which is the earlier of (iA) the expiration of the six-month six (6)-month period measured from the date of such “separation from service” or of Executive, and (iiB) the date of ParticipantExecutive’s deathdeath (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 6(e shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from the 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.” (iv) For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (v) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” (within the meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (vi) To the extent that any reimbursement of expenses or in-kind benefits constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A), such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code), and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. (vii) 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) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (A) Employer shall deliver the Release to Executive within ten days following the date of Executive’s termination of employment, (B) provided Employer timely complies with its obligation under clause (A), if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes his acceptance of the Release thereafter, he shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (C) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as “nonqualified deferred compensation” (within the meaning of Code Section 409A) shall be made in the later taxable year. For purposes of this Section 1(d)(vii) “Release Expiration Date” shall mean the date that is 31 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 55 days following the date of Executive’s termination of employment. To the extent that any 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)(vii). 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 (and the applicable revocation period has expired) or, in the case of any payments subject to clause (C) of this Section 1(d)(vii) on the first payroll period to occur in the subsequent taxable year, if later.

Code Section 409A. The parties intend provisions in this Section 6 shall apply if the Participant is subject to taxation in the United States. 6.1 To the extent the Restricted Stock Units constitute “nonqualified deferred compensation” that this Agreement and the benefits provided hereunder be exempt from the requirements of is subject to Code Section 409A of the Code (together “NQ Deferred Compensation”), any Restricted Stock Units that are payable upon or with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after reference to the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs Participant’s Active Service terminates (or any portion thereofi) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of paid unless the RSUs unless such termination constitutes Participant experiences a “separation from service” within the meaning of Code Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to 409A and (ii) if the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A409A on the date of the Participant’s separation from service, thenthen the Restricted Stock Units shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments made pursuant to this Agreement and the settlement Plan are intended to qualify for an exemption from or comply with Code Section 409A. Notwithstanding any other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable Company based on account of a “separation from service” that is not exempt from matters covered by Code Section 409A, such settlement including the tax treatment of any amount paid or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall be delayed until the date that is the earlier of (i) the expiration of the sixunder any circumstances have any liability to any Participant Global Leadership RSU Agreement 402604255-month period measured from the date of such “separation from service” v3\NA_DMS6653188-v3\GESDMS or (ii) the date of Participant’s deathhis or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement.

Code Section 409A. The parties intend (a) This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under this Agreement become subject to (a) the gross income inclusion set forth within Section 409A(a)(1)(A) of the Code or (b) the interest and the benefits provided hereunder be exempt from the requirements of additional tax set forth within Section 409A 409A(a)(1)(B) of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereundercollectively, including without limitation any such regulations or other guidance that may be issued after the date hereof"Section 409A Penalties"), “Section 409A”) to the maximum extent possible. Howeverincluding, to the extent that the RSUs (or any portion thereof) may be subject to Section 409Awhere appropriate, the parties intend construction of defined terms to have meanings that this Agreement and such benefits comply with would not cause the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application imposition of Section 409A or Penalties. Notwithstanding anything to comply with the requirements of Section 409A. For purposes of the Plan and contrary in this Agreement, to the maximum extent necessary permitted by applicable law, the Severance Payments payable to avoid accelerated taxation and/or tax penalties Executive pursuant to this Agreement shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9)(iii) (relating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals). (b) With respect to any amounts payable to Executive under this Agreement in connection with a termination of Executive's employment that would be considered "non-qualified deferred compensation" under Section 409A409A of the Code, in no event shall a termination of employment shall not be deemed considered for purposes of the time of payment of such amounts to have occurred under this Agreement unless such termination constitutes Executive's "separation from service" with Company as such term is defined in Treasury Regulation Section 1.409A-1(h), and any successor provision thereto ("Separation from Service"). (c) If Executive is deemed at the time of Executive's Separation from Service to be a "specified employee" for purposes of settlement Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount benefits to be paid which Executive is entitled under this Agreement is required in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive's termination benefits shall not be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein provided to the contrary, if upon termination of employment, a Participant is deemed Executive prior to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (iA) the expiration of the six-month period measured from the date of such “separation Executive's Separation from service” Service or (iiB) the date of Participant’s Executive's death. Upon the earlier of such dates, all payments deferred pursuant to this Section 13.8(c) shall be paid in a lump sum to Executive (or Executive's estate). The determination of whether Executive is a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of Executive's Separation from Service shall be made by Company in accordance with the terms of Section 409A of the Code, and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto). (d) For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment and shall not collectively be treated as a single payment. (e) Notwithstanding anything to the contrary in this Agreement or in any Company policy with respect to such payments, in-kind benefits and reimbursements provided under this Agreement during any tax year of Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of Executive and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be made to Executive as soon as administratively practicable following such submission in accordance with Company's policies regarding reimbursements, but in no event later than the sixtieth (60th) day following the end of the taxable year in which the expense was incurred. The foregoing provisions relating to in-kind benefits and reimbursements shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to Executive.

Code Section 409A. The parties intend (a) To the extent that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits shall comply with the deferral, payout, and other limitations and restrictions imposed under provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding these intentions, and to the extent that any regulations or other provision guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from Agreement while avoiding the application of such taxes or interest under Code Section 409A or 409A. (c) Notwithstanding any provision in the Agreement to comply with the requirements of Section 409A. For purposes contrary if, as of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination effective date of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon Employee’s termination of employment, he is a Participant is “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a “specified employee” within six (6) month delay following the meaning Employee’s separation from service. For purposes of that term under Code Section 409A, thenall installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the extent prime rate in effect on the settlement first day of such six-month period. Any portion of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” benefits hereunder that is were not exempt from Section 409A, such settlement shall otherwise due to be delayed until the date that is the earlier of (i) the expiration of paid during the six-month period measured from following the date termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “separation from servicecompensation” or (ii) shall mean Employee’s W-2 compensation as reported by the date of Participant’s deathEmployer for a particular calendar year.”

Code Section 409A. The parties intend that Notwithstanding any provision of this Agreement to the contrary, in the event that any delivery of Shares to the Participant is made upon, or as a result of the Participant’s termination of employment (other than as a result of death), and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code Participant is a “specified employee” (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance as that may be issued after the date hereof, “term is defined under Section 409A”) at the time the Participant becomes entitled to the maximum extent possible. Howeverdelivery of such Shares, to the extent and provided further that the RSUs (or any portion thereof) may be subject to delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the parties intend that Participant under this Agreement and such benefits comply with until the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of date that is the Plan or this Agreement, earlier to occur of: (i) the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this AgreementParticipant’s death, or adopt other policies (ii) six (6) months and procedures one (including amendments, policies and procedures with retroactive effect1) day following the Participant’s termination of employment (the “Delay Period”), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. . For purposes of applying the Plan provisions of Section 409A, each group of the total Restricted Stock Units granted hereunder that would normally vest on the Initial Vesting Date and each anniversary of the Initial Vesting Date thereafter shall be treated as a separate payment. For purposes of this Agreement, to the extent necessary the Restricted Stock Units (or applicable portion thereof) are subject to avoid accelerated taxation and/or tax penalties under the provision of Section 409A, the terms “ceases to be employed”, “termination of employment” and variations thereof, as used in this Agreement, are intended to mean a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination that constitutes a “separation from service” within the meaning of under Section 409A. Each amount Restricted Stock Units are generally intended to be paid under exempt from Section 409A as short-term deferrals and, accordingly, the terms of this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to preserve such exemption. To the extent that Restricted Stock Units granted under this Agreement are subject to the contrary, if upon termination requirements of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, this Agreement shall be interpreted and administered in accordance with the intent that the Participant not be subject to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” tax under Section 409A payable on account 409A. Neither the Company, any of its Subsidiaries nor any other entity which is a “separation Related Entity, shall be liable to any Participant (or any other individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant might owe as a result of participation in the Plan, and the Company, its Subsidiaries nor any other entity which is a Related Entity shall have no obligation to indemnify or otherwise protect the Participant from service” that is not exempt from the obligation to pay any taxes pursuant to Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” or (ii) the date of Participant’s deathunless otherwise specified.

Code Section 409A. The parties intend that a. If any provision of this Agreement and (or of any award of compensation, including equity compensation or benefits) would cause the benefits provided hereunder be exempt from the requirements of Executive to incur any additional tax or interest under Code Section 409A of the Code (together with or any Department of regulations or Treasury regulations and other interpretive guidance issued promulgated thereunder, including without limitation any the Corporation shall, after consulting with the Executive, reform such regulations or other guidance that may be issued after the date hereof, “provision to comply with Code Section 409A”) ; provided that the Corporation agrees to make only such changes as are necessary to bring such provisions into compliance with Code Section 409A and to maintain, to the maximum extent possible. Howeverpracticable, the original intent and economic benefit to the extent that Executive of the RSUs (or any portion thereof) may be subject to applicable provision without violating the provisions of Code Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. 409A. b. Notwithstanding any other provision of to the Plan or contrary in this Agreement, if the Committee shall have Executive is deemed on the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application date of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be a “"specified employee” " within the meaning of that term under Code Section 409A409A(a)(2)(B), then, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is last sentence hereof) prior to the earlier of (i) the expiration of the six-month six (6)-month period measured from the date of such “the Executive's "separation from service” " (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of Participant’s deathhis death (the "Deferral Period"). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive 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. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefor were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Corporation shall pay (or cause to be paid) to the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.

Code Section 409A. The parties intend If the Employee is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986 (as amended the “Code”), then any amounts payable to the Employee under this Section 4 during the first six months and one day following the date of termination that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code (as determined by the Company in its sole discretion) shall not be paid until the date that is six months and one day following such termination to the extent necessary to avoid adverse tax consequences under Section 409A of the Code, and, if such payments are required to be so deferred, the first payment shall be in an amount equal to the total amount to which the Employee would otherwise have been entitled to during the period following the date of termination if such deferral had not been required. Furthermore, this Agreement is intended to comply with Section 409A of the Code (or any regulations or rulings thereunder), and shall be construed and interpreted in accordance with such intent. Notwithstanding anything to the benefits provided hereunder be exempt from contrary in this Agreement, the Company, in the exercise of its sole discretion and without the consent of the Employee, may amend or modify this Agreement in any manner in order to meet the requirements of Section 409A of the Code as amplified by any Internal Revenue Service or U.S. Treasury Department guidance. Any provision of this Agreement that would cause the payment of any benefit to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may which amendment shall be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, retroactive to the extent permitted by the Code or any regulations or rulings thereunder). Specifically but without limiting the foregoing, payment under Section 1.2 shall be made only in the event that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement 409A(a)(2)(A)(i) of the RSUs following such termination of employment is considered Code and in the payment of “non-qualified deferred compensation” under Section 409A payable on account of event that the Company determines that a “separation from service” that is has not exempt from Section 409Aoccurred, such settlement any payment due hereunder shall be delayed deferred until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such time as a “separation from service” or (ii) the date of Participant’s deathhas occurred.

Code Section 409A. The parties intend that this Agreement and This Restricted Stock Unit is intended to be excepted from coverage under, or compliant with, the benefits provided hereunder be exempt from the requirements provisions of Section 409A of the Code (together with any Department of Treasury Code, and the regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, promulgated thereunder (“Section 409A”) ). Notwithstanding the foregoing or any other provisions of this Agreement or the Amended Plan to the maximum extent possible. Howevercontrary, if the Restricted Stock Unit is subject to the provisions of 409A (and not exempted therefrom), the provisions of this Agreement and the Amended Plan shall be administered, interpreted and construed in a manner necessary to comply with 409A (or disregarded to the extent that the RSUs (such provision cannot be so administered, interpreted or construed). If any portion thereof) payment or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to Section taxation under the provisions of 409A, the parties intend Participant agrees that the Company may, without the consent of the Participant, modify this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent and in the manner the Company deems necessary or advisable in order either to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be preclude any such payment or benefit from being deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from servicedeferred compensation” within the meaning of Section 409A. Each amount 409A or to provide such payments or benefits in a manner that complies with the provisions of 409A such that they will not be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein subject to the contraryimposition of taxes and/or interest thereunder. If, if upon termination at the time of employment, a Participant is deemed to be a “specified employee” the Participant’s separation from service (within the meaning of that term under Section 409A), then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration Participant shall be a specified employee (within the meaning of 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of 409A) the settlement of which is required to be delayed pursuant to the six-month period measured from delay rule set forth in 409A in order to avoid taxes or penalties under 409A, then the date Company shall not settle such amount on the otherwise scheduled settlement date, but shall instead settle it, without interest, on the first business day of the month after such “separation from service” or (ii) six-month period. Notwithstanding the date of Participant’s deathforegoing, the Company makes no representation and/or warranties with respect to compliance with 409A, and the Participants recognizes and acknowledges that 409A could potentially impose upon the Participant certain taxes and/or interest charges for which the Participant is and shall remain solely responsible.

Code Section 409A. The parties intend that (a) Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payments and benefits provided hereunder set forth herein shall either be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409ACode”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Code Section 409A. For purposes of the Plan and this Agreement409A and, accordingly, to the maximum extent necessary permitted, this Agreement shall be interpreted to avoid accelerated taxation and/or tax penalties under be exempt from or in compliance with Code Section 409A409A. The parties hereto agree that the payments and benefits set forth herein comply with or are exempt from the requirements of Code Section 409A and agree not to take any position, and to cause their affiliates, successors and assigns not to take any position, inconsistent with such interpretation for any reporting purposes, whether internal or external. (b) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of settlement any provision of this Agreement providing for the payment of any portion amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Code Section 409A upon or following a termination of the RSUs Employee’s employment unless such termination constitutes is also a “separation from service” within the meaning of Code Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment 409A and, for purposes of Section 409A. In additionany such provision of this Agreement, notwithstanding anything herein references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be treated as the date of termination for purposes of any such payment or benefits. Notwithstanding any other provision of this Agreement to the contrary, if upon termination of employment, a Participant the Employee is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Code Section 409A payable on account of and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Employee’s “separation from service” that is not exempt from (within the meaning of Code Section 409A), then such settlement payment or benefit required under this Agreement shall not be delayed until paid (or commence) during the date six-month period immediately following the Employee’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that is would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to the Employee in a lump-sum cash payment on the earlier of (i) the expiration first regular payroll date of the six-seventh month period measured from following the date of such “Employee’s separation from service” service or (ii) the date of Participant10th business day following the Employee’s death. (c) It is intended that each installment of any severance payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Code Section 409A. Neither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense shall be made promptly and in all cases on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. Notwithstanding anything contained herein to the contrary, if the period in which any general waiver and release of claims may be executed overlaps two calendar years (regardless of when such release is actually executed), then, to the extent required by Code Section 409A, any payments that are subject to such general waiver and release of claims that would otherwise be made in such first calendar year shall instead be withheld and paid on the first normal payment date in the second calendar year, with all remaining payments to be paid as if such delay had not occurred.” The Agreement, as amended by this Amendment, shall remain in full force and effect, and this Amendment shall be deemed to be incorporated into the Agreement and made a part thereof. Except for the amendments expressly described herein, this Amendment shall not otherwise amend or modify any other provision of the Agreement. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of this Amendment by facsimile or other electronic method of transmission shall be equally effective as delivery of an original executed counterpart of this Amendment.

Code Section 409A. (a) The parties intend that payments under this Agreement and the benefits provided hereunder are intended to either comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (together with any Department of and such other Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, Internal Revenue Service guidance) as in effect from time to time (“Code Section 409A”) ), including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and will be administered, construed, and interpreted in accordance with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Code Section 409A, then the Company shall use its reasonable efforts to modify such provision to the maximum extent possibleand in the manner necessary to be in compliance with (or to satisfy an exemption from) such requirements of the Code Section 409A and any such modification will attempt to maintain the same economic results as were intended under this Agreement. HoweverEach payment under this Agreement is intended to be treated as one of a series of separate payments for purposes of Code Section 409A and Treas. Reg. §1.409A-2(b)(2)(iii) (or any similar or successor provisions). Notwithstanding anything in this Agreement to the contrary, to the extent Employee is considered a “specified employee” (as defined in Code Section 409A and Treas. Reg. §1.409A-1(c)(i) or any similar or successor provision) and would be entitled to a payment during the six (6)-month period beginning on (and as a result of) the Termination Date that is not otherwise excluded under Code Section 409A under the exception for short-term deferrals, separation pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exception, the payment will be subject to the Six-Month Delay. The Company does not guarantee that any payments made in connection with the Agreement will satisfy all applicable provisions of Code Section 409A. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Code Section 409A, references to “termination of employment”, “termination”, or words and phrases of similar import, shall be deemed to refer to Employee’s “separation from service” as defined in Code Section 409A, and shall be interpreted and applied in a manner that is consistent with the requirements of Code Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that is exempt from Code Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to Employee only to the extent that the RSUs (expenses are not incurred, or any portion thereof) may be subject to Section 409Athe benefits are not provided, beyond the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision last day of the Plan or this Agreement, second calendar year following the Committee shall have the right calendar year in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a which Employee’s “separation from service” within occurs; and provided further that such expenses are reimbursed no later than the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement last day of the RSUs third calendar year following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a calendar year in which Employee’s “separation from service” that occurs. To the extent any indemnification payment, expense reimbursement, or the provision of any in-kind benefit is determined to be subject to Code Section 409A (and not exempt from Section 409Apursuant to the prior sentence or otherwise), the amount of any such settlement indemnification payment or expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any lifetime or other aggregate limitation applicable to medical expenses), and in no event shall any indemnification payment or expenses be delayed until reimbursed after the date that is the earlier of (i) the expiration last day of the sixcalendar year following the calendar year in which Employee incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement or the provision of any in-month period measured from the date of such “separation from service” kind benefit be subject to liquidation or (ii) the date of Participant’s deathexchange for another benefit.

Code Section 409A. The parties Parties intend that this Agreement and the benefits provided payments made hereunder will be exempt from from, or comply with, the requirements of Section 409A of the Code (together with any Department of Treasury and the regulations and other interpretive guidance issued thereunder, including without limitation thereunder and any such regulations or other guidance that may be issued after the date hereofstate law of similar effect (collectively, “Section 409A”) to the maximum extent possible. However), to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall will be interpreted, operated interpreted and administered applied to the greatest extent possible in a manner that is consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax for avoiding taxes or penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant event that the Officer is deemed determined to be a “specified employee” within the meaning of that term (as defined under Section 409A), then, any payment to be made to the Officer upon a separation from service which is deferred compensation subject to Section 409A (and not otherwise exempt from Section 409A) may not be made before the date that is six months after the Officer’s separation from service (or death, if earlier). To the extent that the settlement Officer is or becomes subject to this six-month delay rule, all payments of deferred compensation subject to Section 409A (and not otherwise exempt from Section 409A) that would have been made to the RSUs Officer during the six months following such his separation from service, if any, will be accumulated and paid to the Officer on the date that is six months and one day following his separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. The Parties intend that each installment of any payments provided for in this Agreement is a separate “payment” for purposes of Section 409A. For the purposes herein, the phrase “termination of employment is considered employment” or similar phrases will be interpreted in accordance with the payment of “non-qualified deferred compensation” under Section 409A payable on account of a term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Deferrals of benefits payable or distributable pursuant to the Agreement that is not are otherwise exempt from Section 409A409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with Section 409A. Further, such settlement shall be delayed until the date that is the earlier of (i) in the expiration event that Section 409A requires that any special terms, provisions or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the six-month period measured from the date of such “separation from service” or Agreement, and (ii) terms used in the date of Participant’s deathAgreement shall be construed in accordance with Section 409A if and to the extent required. Further, in the event that the Agreement or any benefit thereunder shall be deemed not to comply with Section 409A, then neither the Bank, the Board, the Company, nor its or their designees or agents shall be liable to the Officer or other person for actions, decisions or determinations made in good faith.

Code Section 409A. The This Agreement is intended to be exempt from or comply with the requirements of Section 409A(a)(2), (3) and (4) of the Code, including current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly. To the extent such potential payments or benefits could become subject to additional tax under such Code Section 409A, the parties intend that shall cooperate to amend this Agreement and with the goal of giving Executive the economic benefits provided hereunder described herein in a manner that does not result in such tax being imposed. Each payment or benefit made pursuant to Section 11(a) or 11(b) of this Agreement shall be deemed to be a separate payment for purposes of Code Section 409A. In addition, payments or benefits pursuant to Section 11(a) or 11(b) shall be exempt from the requirements of Code Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. Howeverpossible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to the extent Treasury Regulation Section 1.409A-1(b)(9)(iii), and/or under any other exemption that the RSUs (or any portion thereof) may be subject to Section 409Aapplicable, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intentconstrued accordingly. Notwithstanding To the extent that any other provision of the Plan or amounts payable under this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines Agreement are necessary or appropriate either for the RSUs required to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties delayed under Code Section 409A, a termination of employment shall not such amounts are intended to be deemed to have occurred and should be considered for purposes of settlement of any portion of Code Section 409A as separate payments from the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount amounts that are not required to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding delayed. Notwithstanding anything herein to the contrary, if upon termination of employment, a Participant Executive is deemed to be considered a “specified employee” within (as defined in Treasury Regulation Section 1.409A-1(i)) as of the meaning Termination Date, then no payments of deferred compensation subject to Code Section 409A and payable due to Executive’s separation from service shall be made under this Agreement before the first business day that term under is six (6) months after the Termination Date (or upon Executive’s death, if earlier) (the “Specified Period”). Any deferred compensation payments that would otherwise be required to be made to Executive during the Specified Period will be accumulated by the Company and paid to Executive on the first day after the end of the Specified Period. The foregoing restriction on the payment of amounts to Executive during the Specified Period will not apply to the payment of employment taxes. In the event that the interpretation or requirements of Code Section 409A409A change during the Term, thenthe parties agree to amend this Agreement, only as necessary, to comply with any such change, if and to the extent the settlement of the RSUs following such termination of employment an amendment is considered the payment of “non-qualified deferred compensation” under permitted by Code Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” or (ii) the date of Participant’s death.409A.

Code Section 409A. The parties intend provisions in this Section 6 shall apply if the Participant is subject to taxation in the United States. 6.1 To the extent the Restricted Stock Units constitute “nonqualified deferred compensation” that this Agreement and the benefits provided hereunder be exempt from the requirements of is subject to Code Section 409A of the Code (together “NQ Deferred Compensation”), any Restricted Stock Units that are payable upon or with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after reference to the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs Participant’s Active Service terminates (or any portion thereofi) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of paid unless the RSUs unless such termination constitutes Participant experiences a “separation from service” within the meaning of Code Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to 409A and (ii) if the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A409A on the date of the Participant’s separation from service, thenthen the Restricted Stock Units shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments made pursuant to this Agreement and the settlement Plan are intended to qualify for an exemption from or comply with Code Section 409A. Notwithstanding any other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the RSUs following such termination Company based on matters covered by Code Section 409A, including the tax treatment of employment is considered any amount paid or Award made under this Agreement, and neither the payment Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. 6.3 Notwithstanding any other provision of the Plan, this Agreement or any other agreement between the Company and the Participant, to the extent this Award constitutes “non-qualified nonqualified deferred compensation” under Section 409A payable on account within the meaning of a “separation from service” that is not exempt from Code Section 409A, such a Change of Control shall not constitute a settlement shall be delayed until or distribution event with respect to the date Award, or an event that is otherwise changes the earlier timing of (i) the expiration settlement or distribution of the six-month period measured from Award, unless the date Change of such “separation from service” Control also constitutes an event described in Section 409A(a)(2)(v) of the Code and the regulations thereto. For the avoidance of doubt, this Section 6.3 shall have no bearing on whether the Award vests pursuant to the terms of the Plan or (ii) this Agreement or any agreement between the date of Company and the Participant’s death.

Code Section 409A. The parties intend It is the intent that this Agreement and the benefits provided hereunder Award shall be either exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply compliant with the requirements of Section 409A. For purposes of 409A, and any successor Code, and related rules, regulations and interpretations, and the Plan Award shall be interpreted, construed and operated to reflect this Agreementintent. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to avoid accelerated taxation ensure that the Award qualifies for the exemption from, or complies with the requirements of, Section 409A or to mitigate any additional tax, interest and/or penalties or other adverse tax penalties consequences that may apply under Section 409A if compliance is not practical; provided, however, that the Company makes no representation that the Award will be exempt from or will comply with Section 409A, and makes no undertaking to amend the Award to preclude Section 409A from applying to the Award or to ensure that the Award complies with Section 409A. Nothing in this Agreement shall provide a termination basis for any person to take any action against the Company or any of employment shall its affiliates based on matters covered by Section 409A, including the tax treatment of any amounts paid under this Award, and neither the Company nor any of its affiliates will have any liability under any circumstances to the Grantee or any other party if the Award, the delivery of shares of Stock upon vesting/payment of the Award or other payment or tax event hereunder that is intended to be exempt from, or compliant with, Section 409A, is not be deemed to have occurred so exempt or compliant or for purposes of settlement of any action taken by the Administrator with respect thereto. To the extent that any portion of the RSUs unless Award is determined to constitute NQDC, the Award shall be subject to such termination constitutes additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if any portion of an Award that is NQDC and is payable upon a “separation from service” (within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to 409A) and the contrary, if upon termination of employment, a Participant Grantee is deemed to be then considered a “specified employee” (within the meaning of that term under Section 409A), then, to then the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement Award shall be delayed until the date that is paid on the earlier of the first business day following (i) the expiration of the six-month period measured from after the date of such “Grantee’s separation from service” , or (ii) the date of ParticipantGrantee’s death., but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further, settlement of any portion of the Award that is NQDC many not be accelerated or postponed except to the extent permitted by Section 409A.

Code Section 409A. (a) The intent of the parties intend is that payments and benefits under this Agreement and the benefits provided hereunder be exempt from the requirements of comply with Code Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunderand, including without limitation any such regulations or other guidance that may be issued after the date hereofaccordingly, “Section 409A”) to the maximum extent possible. Howeverpermitted, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpretedinterpreted to be in compliance therewith, operated and administered provided, however that in a manner consistent with such intent. no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A. (b) Notwithstanding any other provision of anything to the Plan or contrary in this Agreement, if the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant Executive is deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A409A(a)(2)(B), then, then with regard to any payment or the extent the settlement provision of the RSUs following such termination of employment any benefit that is considered the payment of “non-qualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” that is such payment or benefit shall not exempt from Section 409A, such settlement shall be delayed made or provided until the date that which is the earlier of (i) the expiration of the six-month six (6)-month period measured from the date of such “separation from service” or of the Executive, and (ii) the date of Participantthe Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to 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. (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (B) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A. The parties intend that None of the Phantom Units or any amounts paid pursuant to this Agreement and are intended to constitute or provide for a deferral of compensation that is subject to Section 409A of the benefits provided hereunder Code. Nevertheless, to the extent that the Committee determines that the Phantom Units may not be exempt from (or compliant with) Section 409A of the Code, the Committee may (but shall not be required to) amend this Agreement in a manner intended to comply with the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures an exemption therefrom (including amendments, policies and procedures amendments with retroactive effect), or take any other actions, actions as the Committee determines are it deems necessary or appropriate either for to (a) exempt the RSUs to be exempt Phantom Units from the application of Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Phantom Units, or to (b) comply with the requirements of Section 409A. For 409A of the Code. To the extent applicable, this Agreement shall be interpreted in accordance with the provisions of Section 409A of the Code. Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or benefit hereunder constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the Participant’s cessation of Service, all references to the Participant’s cessation of Service shall be construed to mean a Separation from Service, and the Participant shall not be considered to have a cessation of Service unless such cessation constitutes a Separation from Service with respect to the Participant. The Participant’s signature below indicates the Participant’s agreement with and understanding that this award is subject to all of the terms and conditions contained in the Plan and in this Agreement, and that, in the event that there are any inconsistencies between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall control. The Participant further acknowledges that the Participant has read and understands the Plan and this Agreement, which contains the specific terms and conditions of this grant of Restricted Units. The Participant hereby agrees to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409Aaccept as binding, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion conclusive, and final all decisions or interpretations of the RSUs unless such termination constitutes a “separation from service” within Committee upon any questions arising under the meaning of Section 409A. Each amount to be paid under Program or this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” or (ii) the date of Participant’s deathAgreement.

Code Section 409A. The parties intend provisions in this Section 7 shall apply if the Participant is subject to taxation in the United States. 7.1 To the extent the Performance RSUs constitute “nonqualified deferred compensation” that this Agreement and the benefits provided hereunder be exempt from the requirements of is subject to Code Section 409A of the Code (together “NQ Deferred Compensation”), any Performance RSUs that are payable upon or with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after reference to the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs Participant’s Active Service terminates (or any portion thereofi) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of paid unless the RSUs unless such termination constitutes Participant experiences a “separation from service” within the meaning of Code Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to 409A and (ii) if the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A409A on the date of the Participant’s separation from service, thenthen the Performance RSUs shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 7.2 This Award and payments made pursuant to this Agreement and the settlement Plan are intended to qualify for an exemption from or comply with Code Section 409A. Notwithstanding any other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Performance RSUs granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Performance RSUs shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Performance RSUs. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the RSUs following such termination Company based on matters covered by Code Section 409A, including the tax treatment of employment is considered any amount paid or Award made under this Agreement, and neither the payment Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. 7.3 Notwithstanding any other provision of the Plan, this Agreement or any other agreement between the Company and the Participant, to the extent this Award constitutes “non-qualified nonqualified deferred compensation” under Section 409A payable on account within the meaning of a “separation from service” that is not exempt from Code Section 409A, such a Change of Control shall not constitute a settlement shall be delayed until or distribution event with respect to the date Award, or an event that is otherwise changes the earlier timing of (i) the expiration settlement or distribution of the six-month period measured from Award, unless the date Change of such “separation from service” Control also constitutes an event described in Section 409A(a)(2)(v) of the Code and the regulations thereto. For the avoidance of doubt, this Section 7.3 shall have no bearing on whether the Award vests pursuant to the terms of the Plan or (ii) this Agreement or any agreement between the date of Company and the Participant’s death.

Code Section 409A. (a) The parties Parties intend that all provisions of this Agreement and the benefits provided hereunder payments made pursuant thereto will comply with, or be exempt from from, the requirements application of Code Section 409A of and the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may and all provisions of this Agreement will be issued after the date hereof, “Section 409A”) construed to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of for avoiding taxes or penalties under Code Section 409A. For purposes of the Plan and this Agreement, This Agreement may be amended to the extent necessary (including retroactively) by the Employer, without Executive’s consent, to avoid accelerated taxation and/or tax penalties the application of taxes or interest under Code Section 409A, a while maintaining to the maximum extent practicable the original intent of this Agreement, provided that the Employer is under no obligation to amend this Agreement for purposes of Code Section 409A. If it is determined that any payments or benefits due hereunder upon Executive’s termination of employment are subject to Code Section 409A, no such payments or benefits shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs payable unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. Each amount to be paid To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Section 16 shall not be construed as a separately identified payment guarantee of any particular tax effect for Executive’s benefits under this Agreement and the Employer does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. For purposes of Code Section 409A. In addition409A, notwithstanding anything herein each payment hereunder and any installment payments shall be deemed separate payments. (b) Notwithstanding any provision of this Agreement to the contrary, if upon termination of employment, a Participant Executive is deemed determined to be a “specified employee” within the meaning of that term under (as defined in Code Section 409A) as of the Termination Date, thenthen the six (6)-month payment delay rule under Code Section 409A shall apply as set forth therein, to the extent the settlement applicable. All delayed payments shall be accumulated and paid in a lump-sum payment as of the RSUs first day of the seventh month following such termination the Termination Date (or, if earlier, as of employment is considered Executive’s death). Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to Executive in accordance with the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” or (ii) the date of Participant’s deathschedule established herein.

Code Section 409A. The intent of the parties intend is that this payments (including settlements) and benefits under the Agreement and the benefits provided hereunder be are exempt from the requirements of or comply with Section 409A of to the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunderextent subject thereto, including without limitation any such regulations or other guidance that may be issued after the date hereofand, “Section 409A”) accordingly, to the maximum extent possiblepermitted, the Agreement shall be interpreted and be administered to be in exempt from or compliance therewith. HoweverNotwithstanding anything contained herein to the contrary, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary required to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment the Grantee shall not be deemed considered to have occurred separated from service with the Company for purposes of settlement the Agreement and no payment shall be due to the Grantee under the Agreement on account of any portion of a separation from service until the RSUs unless such termination constitutes Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. Any payments described in the Agreement that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless Applicable Law requires otherwise. Notwithstanding anything to the contrary in the Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A, such payment, under the Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separately separate identified payment for purposes of Section 409A. In additionThe Company makes no representation that any or all of the payments described in the Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. For purposes of making a payment under the Agreement, notwithstanding anything herein if any amount is payable as a result of a Change of Control, then to the contrary, if upon termination of employment, a Participant is deemed extent required to be a “specified employee” within the meaning of that term avoid accelerated taxation and/or tax penalties under Section 409A, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section event must also constitute a 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” or (ii) the date of Participant’s deathCIC.

Code Section 409A. The parties intend that this This Agreement and the benefits provided hereunder is intended to be exempt from the requirements of Section 409A 409A(a)(2), (3) and (4) of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunderCode, including without limitation any current and future guidance and regulations interpreting such regulations or other guidance that may provisions, and should be issued after the date hereof, “Section 409A”) to the maximum extent possibleinterpreted accordingly. However, to To the extent that the RSUs (such potential payments or any portion thereof) may be benefits could become subject to additional tax under such Code Section 409A, the parties intend that shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed and as close as possible to the timing of such benefits comply with proscribed herein. Each payment or benefit made pursuant to Section 11(a) of this Agreement shall be deemed to be a separate payment for purposes of Code Section 409A. In addition, payments or benefits pursuant to Section 11(a) shall be exempt from the deferral, payout, and other limitations and restrictions imposed under requirements of Code Section 409A to the maximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), and/or under any other exemption that may be applicable, and this Agreement shall be interpreted, operated and administered in a manner consistent with such intentconstrued accordingly. Notwithstanding To the extent that any other provision of the Plan or amounts payable under this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines Agreement are necessary or appropriate either for the RSUs required to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties delayed under Code Section 409A, a termination of employment shall not such amounts are intended to be deemed to have occurred and should be considered for purposes of settlement of any portion of Code Section 409A as separate payments from the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount amounts that are not required to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding delayed. Notwithstanding anything herein to the contrary, if upon termination of employment, a Participant Executive is deemed to be considered a “specified employee” within (as defined in Treasury Regulation Section 1.409A-1(i)) as of the meaning Termination Date, then no payments of deferred compensation subject to Code Section 409A and payable due to Executive’s separation from service shall be made under this Agreement before the first business day that term under is six (6) months after the Termination Date (or upon Executive’s death, if earlier) (the “Specified Period”). Any deferred compensation payments that would otherwise be required to be made to Executive during the Specified Period will be accumulated by the Company and paid to Executive on the first day after the end of the Specified Period. The foregoing restriction on the payment of amounts to Executive during the Specified Period will not apply to the payment of employment taxes. In the event that the interpretation or requirements of Code Section 409A409A change during the Term, thenthe parties agree to amend this Agreement, only as necessary, to comply with any such change, if and to the extent the settlement of the RSUs following such termination of employment an amendment is considered the payment of “non-qualified deferred compensation” under permitted by Code Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” or (ii) the date of Participant’s death.409A.

Code Section 409A. The parties intend provisions in this Section 7 shall apply if the Participant is subject to taxation in the United States. 7.1 To the extent the Performance RSUs constitute "nonqualified deferred compensation" that is subject to Code Section 409A ("NQ Deferred Compensation"), any Performance RSUs that are payable upon or with reference to the date that the Participant’s Active Service terminates (i) shall not be paid unless the Participant experiences a "separation from service" within the meaning of Code Section 409A and (ii) if the Participant is a "specified employee" within the meaning of Code Section 409A on the date of the Participant’s separation from service, then the Performance RSUs shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 7.2 This Award and payments made pursuant to this Agreement and the benefits provided hereunder be exempt Plan are intended to qualify for an exemption from or comply with Code Section 409A. Notwithstanding any other provision in this Agreement and the requirements of Section 409A of Plan, the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. HoweverCompany, 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 Performance RSUs (granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Performance RSUs shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Performance RSUs. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any portion thereof) may be subject to Subsidiary or affiliate of the Company based on matters covered by Code Section 409A, including the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed tax treatment of any amount paid or Award made under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, and neither the Committee Company nor any of its Subsidiaries or affiliates shall under any circumstances have the right in its sole discretion (without any obligation liability to do so any Participant or to indemnify Participant his or her estate or any other person party for failure to do so) to adopt such amendments to the Plan any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as . 7.3 If the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes vesting of the Plan Performance RSUs is accelerated in connection with a Change of Control, the Performance RSUs are considered NQ Deferred Compensation, and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, Change of Control does not constitute a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” "change in control event," within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In additionthe U.S. Treasury Regulations, notwithstanding anything herein to then the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement cash equivalent of the Performance RSUs following such termination as of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” or (ii) the Change in Control shall be paid on the earliest of the applicable Vesting Date, the date of the Participant’s deathdeath or the date the Participant’s Active Status terminates due to Disability.

Code Section 409A. The (a) In the event the Company does not receive an executed Election Form from you, (1) the parties intend that this Award Agreement and each payment upon the benefits provided hereunder be exempt from the lapse of restrictions on any RSUs will meet all requirements of the short-term deferral exception to Code Section 409A of and (2) the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any short-term deferral exception shall be applied separately to each such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possiblepayment. HoweverIn such event, to the fullest extent possible, the Plan and this Award Agreement shall be construed, interpreted and administered so that each such payment is made in a time, form and manner that results in the RSUs payment being excepted from Code Section 409A. (or b) In the event that this Award Agreement and any portion thereof) may be payment hereunder constitute deferred compensation that is subject to Code Section 409A, the parties intend that this Award Agreement and such benefits each payment hereunder will comply with Code Section 409A. In such event, to the deferralfullest extent possible, payout, and other limitations and restrictions imposed under Section 409A the Plan and this Award Agreement shall be interpretedconstrued, operated interpreted and administered so that each such payment is made in a time, form and manner consistent that complies with such intent. the requirements of Code Section 409A. (c) Notwithstanding any other provision of the Plan or this AgreementAward Agreement to the contrary, the Committee Company makes no representations that the payments and benefits provided under this Award Agreement comply with or are excepted from Code Section 409A and in no event shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant Company be liable for all or any portion of any taxes, penalties, interest or other person for failure to do soexpenses that may be incurred by you on account of non-compliance with Code Section 409A. (d) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, A termination of service as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes a member of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination Board of employment Directors (or any similar term) shall not be deemed to have occurred for purposes of settlement any provision of the Plan or this Award Agreement providing for the payment of any portion amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of the RSUs such service unless such termination constitutes is also a “"separation from service” " within the meaning of Code Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement of the RSUs following such termination of employment is considered 409A and the payment of “non-qualified deferred compensation” under Section 409A payable on account of thereof prior to a “"separation from service” that is not exempt from " would violate Code Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” or (ii) the date of Participant’s death.409A.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of in the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination and to the extent that Section 409A of employmentthe Internal Revenue Code of 1986 (“Code Section 409A”), a Participant as amended, is deemed to apply to any benefit under this Agreement, it is the general intention of the Bank 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 Code Section 409A. In the event that the Bank (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” within (as defined under Code Section 409A), any payment to be made to the meaning of Executive upon a separation from service may not be made before the date that term under is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments that would have been made to the Executive during the six months following his separation from service that are not otherwise exempt from Code Section 409A, thenif any, will be accumulated and paid to the extent Executive during the settlement of 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 RSUs following such purposes herein, the phrase “termination of employment is considered employment” or similar phrases will be interpreted in accordance with the payment of “non-qualified deferred compensation” under Section 409A payable on account of a 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 is Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit hereunder shall be deemed not exempt from to comply with Code Section 409A, such settlement then neither the Bank, the Board, the Compensation Committee nor its or their designees or agents shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” liable to any participant or (ii) the date of Participant’s deathother person for actions, decisions or determinations made in good faith.

Code Section 409A. The parties intend that (a) Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payments and benefits provided hereunder set forth herein shall either be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to shall comply with the requirements of Code Section 409A. For purposes of the Plan and this Agreement409A and, accordingly, to the maximum extent necessary permitted, this Agreement shall be interpreted to avoid accelerated taxation and/or tax penalties under be exempt from or in compliance with Code Section 409A409A. The parties hereto agree that the payments and benefits set forth herein comply with or are exempt from the requirements of Code Section 409A and agree not to take any position, and to cause their affiliates, successors and assigns not to take any position, inconsistent with such interpretation for any reporting purposes, whether internal or external. (b) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of settlement any provision of this Agreement providing for the payment of any portion amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Code Section 409A upon or following a termination of the RSUs Employee’s employment unless such termination constitutes is also a “separation from service” within the meaning of Code Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment 409A and, for purposes of Section 409A. In additionany such provision of this Agreement, notwithstanding anything herein references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be treated as the date of ​ termination for purposes of any such payment or benefits. Notwithstanding any other provision of this Agreement to the contrary, if upon termination of employment, a Participant the Employee is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Code Section 409A payable on account of and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Employee’s “separation from service” that is not exempt from (within the meaning of Code Section 409A), then such settlement payment or benefit required under this Agreement shall not be delayed until paid (or commence) during the date six (6)-month period immediately following the Employee’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that is 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 Employee in a lump-sum cash payment on the earlier of (i) the expiration first regular payroll date of the six-seventh (7th) month period measured from following the date of such “Employee’s separation from service” service or (ii) the date of Participanttenth (10th) business day following the Employee’s death. (c) It is intended that each installment of any severance payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Code Section 409A. Neither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense shall be made promptly and in all cases on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. (d) Notwithstanding anything contained herein to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Employee’s termination of employment are subject to Employee’s execution and delivery of the Release, (i) if Employee fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Employee’s acceptance of the Release thereafter, Employee shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (ii) in any case where Employee’s date of termination and the last day the Release may be considered or, if applicable, revoked, fall in two separate taxable years, any payments required to be made to Employee that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Code Section 409A shall be made in the later taxable year. For purposes of this Section 17(d), “Release Expiration Date” shall mean (x) if Employee is under 40 years old as of the date of termination, the date that is seven (7) days following the date upon which the Company timely delivers the Release to Employee, and (y) if Employee is 40 years or older as of the date of termination, the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Employee, or, in the event that Employee’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 forty-five (45) days following such delivery date. 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 Employee’s termination of employment are delayed pursuant to this Section 17(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Employee executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 17(d)(ii), on the first payroll period to occur in the subsequent taxable year, if later.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant 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 Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” within the meaning of that term (as defined under Code Section 409A), thenany payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the extent six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during the settlement of six months following his separation from service, if any, will be accumulated and paid to Executive during the RSUs seventh month following such 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 is considered employment” or similar phrases will be interpreted in accordance with the payment of “non-qualified deferred compensation” under Section 409A payable on account of a term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that is Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not exempt from to comply with Code Section 409A, such settlement then neither the Corporation, the Board, the Compensation Committee nor its or their designees or agents shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” liable to Executive or (ii) the date of Participant’s deathother person for actions, decisions or determinations made in good faith.

Code Section 409A. The parties intend that provisions in this Agreement and Section 6 shall apply if the benefits provided hereunder be exempt from Participant is subject to taxation in the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to United States. 6.1 To the extent the Restricted Stock Units constitute “nonqualified deferred compensation” that the RSUs (or any portion thereof) may be is subject to Code Section 409A, the parties intend any Restricted Stock Units that this Agreement and such benefits comply are payable upon or with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments reference to the Plan or this Agreement, or adopt other policies and procedures date that the Participant’s Active Service terminates (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment i) shall not be deemed to have occurred for purposes of settlement of any portion of paid unless the RSUs unless such termination constitutes Participant experiences a “separation from service” within the meaning of Code Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to 409A and (ii) if the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A409A on the date of the Participant’s separation from service, thenthen the Restricted Stock Units shall be Global Key Employee RSU Agreement paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments made pursuant to this Agreement and the settlement Plan are intended to qualify for an exemption from or comply with Code Section 409A. Notwithstanding any other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable Company based on account of a “separation from service” that is not exempt from matters covered by Code Section 409A, such settlement including the tax treatment of any amount paid or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” under any circumstances have any liability to any Participant or (ii) the date of Participant’s deathhis or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement.

Code Section 409A. The parties intend provisions in this Section 7 shall apply if the Participant is subject to taxation in the United States. 7.1 To the extent the Performance RSUs constitute “nonqualified deferred compensation” that this Agreement and the benefits provided hereunder be exempt from the requirements of is subject to Code Section 409A of the Code (together “NQ Deferred Compensation”), any Performance RSUs that are payable upon or with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after reference to the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs Participant’s Active Service terminates (or any portion thereofi) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of paid unless the RSUs unless such termination constitutes Participant experiences a “separation from service” within the meaning of Code Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to 409A and (ii) if the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A409A on the date of the Participant’s separation from service, thenthen the Performance RSUs shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 7.2 This Award and payments made pursuant to this Agreement and the settlement Plan are intended to qualify for an exemption from or comply with Code Section 409A. Notwithstanding any other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Performance RSUs granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Performance RSUs shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Performance RSUs. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable Company based on account of a “separation from service” that is not exempt from matters covered by Code Section 409A, such settlement including the tax treatment of any amount paid or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” under any circumstances have any liability to any Participant or (ii) the date of Participant’s deathhis or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement.

Code Section 409A. The parties intend that Restricted Stock Units are intended to comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the benefits provided hereunder contrary, the Participant shall not be exempt from considered to have terminated employment with the requirements Corporation for purposes of any payments under this Award Agreement which are subject to Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after until the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes has incurred a “separation from service” from the Corporation within the meaning of Section 409A. 409A of the Code. Each amount to be paid or benefit to be provided under this Award Agreement shall be construed as a separately separate identified payment for purposes of Section 409A. In addition, 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” required in order to avoid an accelerated or additional tax under Section 409A of the Code, amounts that would otherwise be payable on account of a “separation from service” and benefits that is not exempt from Section 409A, such settlement shall would otherwise be delayed until the date that is the earlier of (i) the expiration of provided pursuant to this Award Agreement during the six-month period measured immediately following the Participant’s separation from service shall instead be paid on the first business day after the date of such “that is six months following the Participant’s separation from service” service (or, if earlier, the Participant’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, (i) amounts reimbursable to the Participant shall be paid to the Participant on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Participant) during one year may not affect amounts reimbursable or provided in any subsequent year, and (ii) any tax gross-up payments (and related reimbursements) payable to the date Participant under this Award Agreement shall be paid no later than the end of Participant’s deaththe calendar year following the year in which the tax resulting in the gross-up is paid. The Corporation makes no representation that any or all of the payments described in this Award Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment.

Code Section 409A. The parties intend that this Agreement and the payments and benefits provided hereunder hereunder, including, without limitation, those provided pursuant to Section 3.1 hereof, be exempt from the requirements of Code Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, whether pursuant to the short-term deferral exception described in Treas. Reg. Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treas. Reg. Section 1.409A-1(b)(9)(iii), or otherwise. To the extent that the RSUs (or any portion thereof) may be subject Code Section 409A is applicable to Section 409Athis Agreement, the parties intend that this Agreement and such any payments and benefits thereunder comply with the deferral, payout, payout and other limitations and restrictions imposed under Code Section 409A and 409A. Notwithstanding anything herein to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding intentions; provided, however that in no event shall Employer or its agents, parents, subsidiaries, affiliates or successors be liable for any additional tax, interest or penalty that may be imposed on Employee pursuant to Code Section 409A or for any damages incurred by Employee as a result of this Agreement (or the payments or benefits hereunder) failing to comply with, or be exempt from, Code Section 409A. Without limiting the generality of the foregoing, and notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments Agreement to the Plan or this Agreement, or adopt other policies and procedures contrary: (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, a) to the extent necessary Code Section 409A is applicable to avoid accelerated taxation and/or tax penalties under Section 409Athis Agreement, a termination of employment shall not be deemed to have occurred for purposes of settlement any provision of any portion this Agreement providing for the payment of the RSUs amounts or benefits upon or following a termination of employment unless such termination constitutes is also a “separation from service,” within as defined in Treas. Reg. Section 1.409A-1(h), after giving effect to the meaning of Section 409A. Each amount presumptions contained therein (and without regard to be paid under this Agreement shall be construed as a separately identified payment the optional alternative definitions available therein), and, for purposes of Section 409A. In additionany such provision of this Agreement, notwithstanding anything herein references to the contrary, if upon “terminate,” “termination,” “termination of employment” and like terms shall mean separation from service; (b) if at the time Employee’s employment hereunder terminates, a Participant Employee is deemed to be a “specified employee” within the meaning of that term under Code Section 409A, then, then to the extent necessary to avoid subjecting Employee to the settlement imposition of any additional tax or interest under Code Section 409A, amounts that would (but for this provision) be payable within six (6) months following the RSUs following such date of Employee’s termination of employment is considered shall not be paid to Employee during such period, but shall instead be paid in a lump sum on the first business day of the seventh month following the date on which Employee’s employment terminates or, if earlier, upon Employee’s death; (c) each payment of “non-qualified deferred compensation” made under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement this Agreement shall be delayed until treated as a separate payment and the date that is the earlier right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments; and (id) the expiration of the six-month period measured from the date of nothing herein shall act to accelerate any payment to which Employee would otherwise be entitled if such “separation from service” acceleration would subject Employee to an additional tax or (ii) the date of Participant’s death.penalty under Code Section 409A.

Code Section 409A. (a) The intent of the parties intend is that payments and benefits under this Agreement and the benefits provided hereunder comply with, or be exempt from Section 409A of the requirements Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with such intention. To the extent that any provision in this Agreement is ambiguous as to its compliance with or exemption from Section 409A of the Code, and accordingly, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code.. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code Code. (together with b) Notwithstanding any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) provision to the maximum extent possible. Howevercontrary in this Agreement, to the extent that the RSUs (payments or any portion thereof) may be benefits under this Agreement are “nonqualified deferred compensation” subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Code Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs intended to be exempt from the application of Code Section 409A or pursuant to comply with the requirements of Treasury Regulation Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A1.409A-1(b)(9)(iii), then, to the extent the settlement of the RSUs following required by Code Section 409A or to satisfy such exception, no amount shall be payable pursuant to Executive unless Executive’s termination of employment constitutes a Separation from Service. If Executive is considered a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of “non-qualified deferred compensation” all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A payable on account 409A(a)(2)(B)(i) of a “separation from service” that is not exempt from the Code, then such portion deferred pursuant to this Section 409A, such settlement 9.8(b) shall be delayed until the date that is paid or distributed to Executive in a lump sum on the earlier of (i) the expiration of the six-month period measured date that is six (6)-months following Executive’s Separation from the date of such “separation from service” or Service, (ii) the date of ParticipantExecutive’s deathdeath or (iii) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any tax year of Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of Executive and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be made to Executive as soon as administratively practicable following such submission, but in no event later than the last day of Executive’s taxable year following the taxable year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after the last day of Executive’s taxable year following the taxable year in which the expense was incurred. This section shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to Executive.

Code Section 409A. The parties intend (a) To the extent that this Agreement any of the terms and conditions contained herein which were modified by Amendment Number 1 (the “Amendment”) constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A (and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, ) (collectively referred to herein as “Code Section 409A”) to the maximum extent possible. However)), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement, as amended by the Amendment, constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits shall comply with the deferral, payout, and other limitations and restrictions imposed under provisions of Code Section 409A so as not to subject Executive to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding these intentions, and to the extent that any regulations or other provision guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain, to the maximum extent practicable, the original intent of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from Agreement while avoiding the application of such taxes or interest under Code Section 409A or 409A. (c) Notwithstanding any provision in the Agreement to comply with the requirements of Section 409A. For purposes contrary if, as of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination effective date of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon Executive’s termination of employment, he is a Participant is “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a “specified employee” within six (6) month delay following the meaning Executive’s separation from service. For purposes of that term under Code Section 409A, thenall installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the extent prime rate in effect on the settlement first day of such six-month period. Any portion of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” benefits hereunder that is were not exempt from Section 409A, such settlement shall otherwise due to be delayed until the date that is the earlier of (i) the expiration of paid during the six-month period measured from following the date termination shall be paid to the Executive in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Corporation based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Code Section 416(i), “separation from servicecompensation” or (ii) shall mean Employee’s W-2 compensation as reported by the date Corporation for a particular calendar year.” All other terms and conditions of Participant’s deaththe Agreement remain in full force and effect.

Code Section 409A. The parties intend that (a) Benefits payable under this Agreement and the benefits provided hereunder Amendment are intended to be exempt from the requirements of Section 409A of the Internal Revenue Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409ACode”) as a short-term deferral and/or as exempt separation pay to the maximum extent possiblepermitted under Section 409A of the Code and this Amendment shall be construed consistent with that intent. HoweverNotwithstanding any provision of this Amendment, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines payable hereunder are necessary or appropriate either for the RSUs to be not exempt from the application of Section 409A or to comply with the requirements of Section 409A. 409A of the Code, this Amendment shall be construed and interpreted to comply with Section 409A of the Code, and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code or regulations thereunder. (b) For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties limitations on nonqualified deferred compensation under Section 409A409A of the Code, each payment of nonqualified deferred compensation under the Amendment shall be treated as a termination separate payment of employment shall not be deemed to have occurred such compensation for purposes of settlement of any portion applying the Section 409A of the RSUs unless such termination constitutes a Code deferral election rules and the exclusion from Section 409A of the Code for certain short-term deferral amounts. (c) If, as of the date of Employee’s “separation from service” within the meaning of (as determined under Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition409A), notwithstanding anything herein to the contrary, if upon termination of employment, a Participant Employee is deemed to be a “specified employee” within the meaning of that term under Treasury Regulation Section 409A1.409A-1(i), then, then to the extent the settlement that any amount or benefit that would be paid or provided to Employee under this Amendment within six (6) months of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a his “separation from service” that constitutes an amount of deferred compensation for purposes of Section 409A and is considered for purposes of Section 409A to be owed to Employee by virtue of his separation from service, then such amount or benefit will not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of paid or provided during the six-month period measured from following the date of such “Employee’s separation from service and instead shall be paid or provided on the first business day that is more than six (6) months following the date of Employee’s separation from service, except to the extent that, in the Company’s reasonable judgment, payment during such six-month period would not cause Employee to incur additional tax, interest or penalties under Section 409A. (d) In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Employee by Code Section 409A or any damages for failing to comply with Code Section 409A. (e) If payment of any amount of “deferred compensation” or (iias defined under Section 409A of the Code, after giving effect to the exemptions thereunder) is contingent upon the Employee’s taking any employment related action, including but not limited to, execution of a release and waiver of claims, and if the period within which Employee must take the employment related action would begin in one calendar year and expire in the following calendar year, then, notwithstanding the provisions of the Amendment specifying the date of Participant’s deathpayment, any payments contingent on such employment-related action shall be made in such following calendar year (regardless of the year of execution of such release) if payment in such following calendar year is required in order to avoid taxes, interest and penalties under Section 409A of the Code.

Code Section 409A. The parties intend that Notwithstanding anything to the contrary, this Agreement and the benefits provided hereunder Award is intended to be exempt from or comply with the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered interpreted in a manner consistent with such intentintention. Notwithstanding In the event that any other provision of the Plan or this Agreementthe Agreement is determined by the Committee to not comply with the applicable requirements of Code Section 409A or the applicable regulations and other guidance issued thereunder, the Committee shall have the right in its sole discretion (without any obligation authority to do so or take such SMRH:410281978.1 - 4 - 26YX-159935 actions and to indemnify Participant or any other person for failure to do so) to adopt make such amendments changes to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, the Agreement as the Committee determines are deems necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements such requirements. Any payment made pursuant to this Award shall be considered a separate payment and not one of Section 409A. For purposes a series of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred payments for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. Each amount to be paid under this Notwithstanding the foregoing or anything in the Plan or the Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be your “separation from service” (as defined in Code Section 409A) you are then considered a “specified employee” within (as defined in Code Section 409A), then solely to the meaning extent necessary to comply with Code Section 409A and avoid the imposition of that term taxes under Code Section 409A, then, to the extent the settlement of the RSUs following such termination of employment is considered the Electro Rent shall defer payment of “non-qualified nonqualified deferred compensation” under subject to Code Section 409A payable on account as a result of a “and within six (6) months following such separation from service” that is not exempt from Section 409A, such settlement shall be delayed service until the date that is the earlier of (i) the expiration first business day of the six-seventh month period measured from the date of such “following your separation from service” , or (ii) ten (10) days after Electro Rent receives written confirmation of your death. Any such delayed payments shall be made without interest. While it is intended that all payments and benefits provided under the date Plan or this Award will be exempt from or comply with Code Section 409A, Electro Rent makes no representation or covenant to ensure that the payments under the Plan or the Award are exempt from or compliant with Code Section 409A. In no event whatsoever shall Electro Rent be liable if a payment or benefit under the Plan or the Award is challenged by any taxing authority or for any additional tax, interest or penalties that may be imposed on you by Code Section 409A or any damages for failing to comply with Code Section 409A. You will be entirely responsible for any and all taxes on any benefits payable to you as a result of Participant’s deaththe Plan or the Award.

Code Section 409A. The parties intend that If and to the extent any portion of any payment provided to Employee under this Agreement and the benefits provided hereunder be exempt in connection with Employee’s separation from the requirements of service (as defined in Section 409A of the Internal Revenue Code of 1986, as amended (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Code Section 409A”) is determined to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a constitute “separation from servicenonqualified deferred compensation” within the meaning of Code Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant 409A and Employee is deemed to be a “specified employee” within as defined in Code Section 409A(a)(2)(B)(i), as determined by Company in accordance with the meaning of procedures separately adopted by Company for this purpose, by which determination Employee, as a condition to accepting benefits under this Agreement, agrees that term under Section 409Ahe or she is bound, then, to the extent the settlement such portion of the RSUs following such termination shares of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable Company’s common stock to be delivered on account of a “separation from service” that is vesting date shall not exempt from Section 409A, such settlement shall be delayed until the date that is delivered before the earlier of (i) the expiration of the six-month period measured from day that is six months plus one day after the date of such “separation from service” service (as determined under Code Section 409A) or (ii) the tenth (10th) day after the date of Participantthe Employee’s deathdeath (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to Employee during the period between the date of separation from service and the New Payment Date shall be delivered to Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither Company nor Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and this Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement shall have the meanings given such terms under Code Section 409A if and to the extent required to comply with Code Section 409A. In any event, Company makes no representations or warranty and shall have no liability to Employee or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section.

Code Section 409A. (i) The intent of the parties intend is that payments and benefits under this Agreement and the benefits provided hereunder comply with or otherwise be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury and the regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent possible. Howeverpermitted, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpretedinterpreted to be either exempt from or in compliance therewith. In no event shall Employer or the Parent be liable for any additional tax, operated and administered in a manner consistent interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with such intent. Code Section 409A. (ii) Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything schedule provided herein to the contrary, if upon termination of employment, a Participant the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A409A(a)(2)(B), then, to the extent the settlement of the RSUs following such termination of employment then any payment under Section 1 hereof that is considered the payment of “non-qualified deferred compensation” compensation under Code Section 409A payable on account of a “separation from service” that is shall not exempt from Section 409A, such settlement shall be delayed made until the date that which is the earlier of (iA) the expiration of the six-month six (6)-month period measured from the date of such “separation from service” or of Executive, and (iiB) the date of ParticipantExecutive’s deathdeath (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(e) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (v) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” (within the meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (vi) To the extent that any reimbursement of expenses or in-kind benefits constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A), such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code), and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. (vii) 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) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (A) Employer shall deliver the Release to Executive within ten days following the date of Executive’s termination of employment, (B) provided Employer timely complies with its obligation under clause (A), if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes his or her acceptance of the Release thereafter, he shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (C) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as “nonqualified deferred compensation” (within the meaning of Code Section 409A) shall be made in the later taxable year. For purposes of this Section 1(e)(vii) “Release Expiration Date” shall mean the date that is 31 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 55 days following the date of Executive’s termination of employment. To the extent that any 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(e)(vii), 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 (and the applicable revocation period has expired) or, in the case of any payments subject to clause (C) of this Section 1(e)(vii), on the first payroll period to occur in the subsequent taxable year, if later.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant 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. 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 are in compliance with Code Section 409A. In the event that the Company (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” within (as defined under Code Section 409A), any payment that is deemed to be deferred compensation under Code Section 409A to be made to the meaning of Executive upon a separation from service may not be made before the date that term under is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six-month delay rule, all payments that would have been made to Executive during the six months following his separation from service that are not otherwise exempt from Code Section 409A, thenif any, will be accumulated and paid to Executive during the extent 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 settlement of purposes herein, the RSUs following such phrase “termination of employment is considered employment” or similar phrases will be interpreted in accordance with the payment of “non-qualified deferred compensation” under Section 409A payable on account of a 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 is 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 exempt from to comply with Code Section 409A, such settlement then neither the Company, the Board, the Committee nor its or their designees or agents will be liable to any participant or other person for actions, decisions or determinations made in good faith. For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Executive becomes entitled under this Agreement shall be delayed until treated as a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement (including, without limitation, Severance installments, if applicable) shall be treated as a right to a series of separate payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date that is of payment within the earlier of (i) specified period shall be within the expiration sole discretion of the six-month period measured from the date of such “separation from service” or (ii) the date of Participant’s deathCompany.

Code Section 409A. The parties intend (i) This Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding any provision of this Agreement to the contrary, if the parties determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the benefits provided hereunder be exempt from Code do not comply with Section 409A of the Code, the parties agree to amend this Agreement, or take such other actions as the parties deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (together and any applicable transition relief) while preserving the economic agreement of the parties. If any provision of this Agreement would cause such payments or benefits to fail to so comply, such provision shall not be effective and shall be null and void with any Department of Treasury regulations respect to such payments or benefits, and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possibleprovision shall otherwise remain in full force and effect. However, to To the extent that provision of this Agreement is ambiguous as to its compliance with Section 409A of the RSUs (or any portion thereof) may be subject to Section 409ACode, the parties intend provision shall be read in such a manner that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed no payments payable under Section 409A and this Agreement shall be interpretedsubject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. For purposes of Section 409A of the Code, operated and administered in any right to a manner consistent with such intentseries of installment payments under this Agreement shall be treated as a right to a series of separate payments. Notwithstanding any other provision of the Plan or this Agreement, (a) Consultant understands that neither the Committee Company, nor any individual acting as a director, officer, employee, agent or other representative of the Company, makes any representation or warranty to Consultant with respect to, or assumes any responsibility for, the tax consequences to Consultant of this Agreement (including the payments made hereunder), and (b) neither the Company nor any individual acting as a director, officer, employee, agent or other representative of the Company shall have the right in its sole discretion (without any obligation be liable to do so or to indemnify Participant Consultant or any other person for failure to do so) to adopt such amendments to the Plan any claim, loss, liability or this Agreementexpense arising out of any interest, penalties or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), additional taxes due by Consultant or take any other actions, person as a result of this Agreement or the Committee determines are necessary or appropriate either for Company’s administration of the RSUs to be exempt from the application terms of Section 409A or to comply with this Agreement not satisfying any of the requirements of Section 409A. For purposes 409A of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination Code or an exemption thereto. (ii) Any reimbursement of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid expenses or in-kind benefits payable under this Agreement shall be construed as a separately identified payment for purposes of made in accordance with Treasury Regulation Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement 1.409A-3(i)(1)(iv) and shall be delayed until paid on or before the date that is last day of Consultant’s taxable year following the earlier taxable year in which Consultant incurred the expenses. The amount of (i) expenses reimbursed or in-kind benefits payable in one year shall not affect the expiration amount eligible for reimbursement or in-kind benefits payable in any other taxable year of the six-month period measured from the date of Consultant, and Consultant’s right to reimbursement for such “separation from service” amounts shall not be subject to liquidation or (ii) the date of Participant’s deathexchange for any other benefit.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” or (ii) the date of Participant’s 's death.

Code Section 409A. (a) The intent of the parties intend is that payments and benefits under this Agreement and the benefits provided hereunder be exempt from the requirements of comply with Section 409A of the Internal Revenue Code (together with any Department of Treasury and the regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereofpromulgated thereunder (collectively, “Section 409A”) ), and accordingly, this Agreement shall be interpreted to be in compliance with Section 409A to the maximum extent possiblepermitted. However, The Company and Employee agree to the extent that the RSUs (or any portion thereof) may be subject work together in good faith to Section 409A, the parties intend that consider amendments to this Agreement and to take such benefits comply with the deferralreasonable actions that may be necessary, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreementappropriate, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary desirable to avoid accelerated taxation and/or imposition of additional tax penalties or income recognition under Section 409A, a termination of employment in each case to the maximum extent permitted. In no event whatsoever shall not the Company be deemed liable for any additional tax, interest, or penalty that may be imposed on Employee by Section 409A or damages for failing to have occurred for purposes of settlement of comply with Section 409A. (b) Notwithstanding any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under other payment schedule provided in this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement then each of the RSUs following such termination of employment shall apply: (i) With regard to any payment that is considered the payment of “non-qualified deferred compensation” compensation under Section 409A payable on account of a “separation from service,” that is not exempt from Section 409A, such settlement payment shall be delayed until made on the date that which is the earlier of (iA) the expiration of the six-month period measured from date that is six (6) months and one day after the date of such “separation from service” or of Employee and (iiB) the date of ParticipantEmployee’s deathdeath (the “Delay Period”), to the extent required under Section 409A. Within ten (10) business days following the expiration of the Delay Period, all payments delayed pursuant to this Section 13 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to Employee in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for those payments in this Agreement; and (ii) To the extent that any benefits to be provided during the Delay Period are considered deferred compensation under Section 409A provided on account of a “separation from service” and such benefits are not otherwise exempt from Section 409A, Employee shall pay the cost of such benefits during the Delay Period, and to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Employee, the Company shall reimburse Employee the Company’s share of the cost of such benefits within ten (10) business days following the expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified in this Agreement. (c) To the extent that any benefits or payments under this Agreement are conditioned on a Release, if the Release is executed and delivered and no longer subject to revocation within the specified 60-day post-termination period, then, subject to Section 13(b) above and to the extent not exempt under Section 409A, such payments or benefits shall be made or commence on the first practicable payroll date after the date that is sixty (60) days after the Termination Date. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Employee’s termination of employment, and any payments made thereafter shall continue as provided in this Agreement. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Employee’s termination of employment. (d) The Company may provide, in its sole discretion, that Employee may continue to participate in any benefits delayed pursuant to this Section 13 during the period of such delay, provided that Employee shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section 13, the Company may reimburse Employee the Company’s share of the cost of such benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Employee, in each case had such benefits commenced immediately upon Employee’s termination of employment. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the schedule and procedures specified in this Agreement. (e) All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee (provided that if any such reimbursements constitute taxable income to Employee, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred). No such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, and Employee’s right to reimbursement shall not be subject to liquidation in exchange for any other benefit. (f) For purposes of Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (g) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A be offset by any other payment pursuant to this Agreement or otherwise. (h) To the extent required for purposes of compliance with Section 409A, 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” 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.” (i) Notwithstanding any provision to the contrary, in no event will Employee have any claim or right of action against the Company or any of its employees, officers, directors or agents in the event it is determined that any payment or benefit provided hereunder does not comply with Section 409A.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant 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 Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” within the meaning of that term (as defined under Code Section 409A), thenany payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the extent six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during the settlement of six months following his separation from service, if any, will be accumulated and paid to Executive during the RSUs seventh month following such 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 is considered employment” or similar phrases will be interpreted in accordance with the payment of “non-qualified deferred compensation” under Section 409A payable on account of a term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that is Code Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then such terms, provisions, and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not exempt from to comply with Code Section 409A, such settlement then neither the Corporation, the Board, the Compensation Committee, nor its or their designees or agents shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” liable to Executive or (ii) the date of Participant’s deathany other person for actions, decisions, or determinations made in good faith.

Code Section 409A. The parties intend that this Agreement It is the intention of the Company, Parent and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. HoweverExecutive that, to the extent any amounts or benefits payable under or pursuant to this Agreement represent nonqualified deferred compensation that the RSUs (is or any portion thereof) may be subject to Code Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and provisions of this Agreement shall be interpreted, operated interpreted and administered in a manner consistent (including, as may be necessary or appropriate, amendments or interpretations of this Agreement with retroactive and/or prospective effect) that will enable such amounts or benefits to satisfy the requirements of Code Section 409A (either pursuant to qualifying for an exemption from coverage under Code Section 409A or satisfying the substantive provisions for compliance with such intentsection). Notwithstanding The Executive agrees and understands that, notwithstanding anything in this Agreement to the contrary (including, but not limited to, any other provision provisions in this Agreement that refer or relate to Code Section 409A), neither the Company nor the Parent (or any subsidiary, associate or affiliate thereof) makes any representation, covenant or warranty that amounts payable under or in accordance with this Agreement (including any plan, program, agreement or arrangement referred to herein) comply with Code Section 409A. The Executive acknowledges and agrees that the provisions of this Agreement reflect solely the Plan Company’s and Parent’s attempt to seek compliance with Code Section 409A and that no guarantees or this Agreement, assurances of any kind are hereby provided to the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant Executive or any other person for failure who has or may have an interest in any benefits or amounts payable hereunder with respect to do so) to adopt such amendments compliance. Notwithstanding anything in this Agreement to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreementcontrary, to the extent necessary nonqualified deferred compensation that is subject to avoid accelerated taxation and/or tax penalties under the requirements of Code Section 409A, a termination 409A is payable to the Executive pursuant to this Agreement on account of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a his “separation from service” (within the meaning of Code Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to 409A) (if at such time the contrary, if upon termination of employment, a Participant Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A), then, to the extent required in order to comply with the settlement requirements of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Code Section 409A, such settlement compensation shall be delayed until paid on the first payroll date that is occurring on or after the earlier of (i) the expiration first day of the six-seventh month period measured from following the date of such “the Executive’s separation from service” , provided, however, if such compensation is otherwise payable on a later date, it shall be paid on such later date and not on the first payroll date occurring on or (ii) after the date first day of Participantthe seventh month following the Executive’s deathseparation from service.

Code Section 409A. (a) The intent of the parties intend is that payments and benefits under this Agreement and the benefits provided hereunder comply with, or be exempt from the requirements of from, Section 409A of the Code (together with any Department of Treasury and the regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent possible. Howeverpermitted, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs interpreted to be exempt from in compliance therewith. (b) If the application of Section 409A or to comply with Senior Advisor is deemed on the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid date that his services under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed terminate to be a “specified employee” within the meaning of that term under Code Section 409A409A(a)(2)(B), then, then with regard to the extent the settlement of the RSUs following such termination of employment any payment that is considered the payment of “non-qualified nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” that is not exempt from Section 409A, such settlement payment or benefit shall be delayed until made or provided at the date that which is the earlier of (iA) the expiration of the six-month six (6)-month period measured from the date of such “separation from service” of the Senior Advisor, and (B) the date of the Senior Advisor’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Senior Advisor in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, the Senior Advisor’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may the Senior Advisor, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the date amount of Participantexpenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of the Senior Advisor’s deathtaxable year following the taxable year in which the expense was occurred.

Code Section 409A. The parties intend that This Agreement is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and shall be construed and administered in accordance with Section 409A. None of the amounts paid pursuant to this Agreement and are intended to constitute or provide for a deferral of compensation that is subject to Section 409A. To the benefits provided hereunder be extent that the Committee (as defined below) determines that the Retention Bonus is not exempt from Section 409A, the Committee may (but shall not be required to) amend this Agreement in a manner intended to comply with the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures an exemption therefrom (including amendments, policies and procedures amendments with retroactive effect), or take any other actions, actions as the Committee determines are it deems necessary or appropriate either for to (a) exempt the RSUs to be exempt Retention Bonus from the application of Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Retention Bonus, or to (b) comply with the requirements of Section 409A. For purposes To the extent applicable, this Agreement shall be interpreted in accordance with the provisions of Section 409A. Notwithstanding anything in this Agreement to the Plan and this Agreementcontrary, to the extent necessary to avoid accelerated taxation and/or tax penalties under that any payment or benefit hereunder constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A, and such payment or benefit would otherwise be payable or distributable hereunder by reason of your termination of employment, (i) all references to your termination of employment shall be construed to mean a “Separation from Service” (as that term is used in Section 409A), (ii) you will not be considered to have a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation Separation from serviceService” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition409A, notwithstanding anything herein to (iii) if you are deemed at the contrary, if upon termination time of employment, a Participant is deemed your separation from service to be a “specified employee” within for purposes of Section 409A(a)(2)(B)(i) of the meaning of that term under Section 409A, thenCode, to the extent the settlement delayed commencement of any portion of any termination or other similar payments and benefits to which you may be entitled hereunder (after taking into account all exclusions applicable to such payments or benefits under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Section 409ACode, such settlement portion of such payments and benefits shall not be delayed until the date that is provided to you prior to the earlier of (ix) the expiration of the six-month six (6)-month period measured from the date of such your “separation Separation from serviceService” or (iiy) the date of Participant’s your death; provided that upon the earlier of such dates, all payments and benefits deferred pursuant to this clause (iii) shall be paid in a lump sum to you, and any remaining payments and benefits due hereunder shall be provided as otherwise specified herein; (iv) the determination of whether the you are a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of your separation from service shall be made by the Company in accordance with the terms of Section 409A (including Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto).

Code Section 409A. For purposes of Code Section 409A, the regulations and other guidance there under and any state law of similar effect (collectively “Section 409A”), each distribution that is made pursuant to this Agreement is hereby designated as a separate payment. The parties Participant and the Company intend that all distributions made or to be made under this Agreement and the benefits provided hereunder be comply with, or are exempt from from, the requirements of Section 409A so that none of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may distributions will be issued after subject to the date hereof, “adverse tax penalties imposed under Section 409A”) , and any ambiguities herein will be interpreted to so comply or be so exempt. Specifically, any distribution made in connection with the Participant’s Termination and paid on or before the 15th day of the 3rd month following the end of the Participant’s first tax year in which the Participant’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 the Participant’s Termination occurs, shall be exempt from Section 409A to the maximum extent possible. However, permitted pursuant to the extent that the RSUs (or Treasury Regulation Section 1.409A-1(b)(4) and any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply additional distribution made in connection with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid Participant’s Termination under this Agreement shall be construed as a separately identified payment for purposes of exempt from Section 409A. In addition, notwithstanding anything herein 409A to the contrarymaximum 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 paid no later than the last day of the Participant’s 2nd taxable year following the taxable year in which the Participant’s Termination occurs). Notwithstanding the foregoing, if upon termination any of employmentthe distributions provided in connection with the Participant’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 the Participant is, at the time of the Participant’s Termination, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such distribution will not be made until the first regularly scheduled payroll date of the 7th month after the Participant’s Termination and, on such date (or, if earlier, the date of the Participant’s death), the Participant will receive all distributions that would have been made during such period in a single distribution. Any remaining distributions due under this Agreement shall be made as otherwise provided herein. The determination of whether the Participant is deemed to be a “specified employee” within the meaning for purposes of that term under Code Section 409A, then, to the extent the settlement 409A(a)(2)(B)(i) as of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date time of such “separation from service” or (ii) Termination shall made by the date Committee in accordance with the terms of Participant’s death.Section 409A.

Code Section 409A. The parties intend provisions in this Section 6 shall apply if the Participant is subject to taxation in the United States. 6.1 To the extent the Restricted Stock Units constitute “nonqualified deferred compensation” that this Agreement and the benefits provided hereunder be exempt from the requirements of is subject to Code Section 409A of the Code (together “NQ Deferred Compensation”), any Restricted Stock Units that are payable upon or with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after reference to the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs Participant’s Active Service terminates (or any portion thereofi) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of paid unless the RSUs unless such termination constitutes Participant experiences a “separation from service” within the meaning of Code Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to 409A and (ii) if the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A409A on the date of the Participant’s separation from service, thenthen the Restricted Stock Units shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments made pursuant to this Agreement and the settlement Plan are intended to qualify for an exemption from or comply with Code Section 409A. Notwithstanding any other provision in this Agreement Global Key Employee RSU Agreement 402604309-v3\NA_DMS6653188-v3\GESDMS and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable Company based on account of a “separation from service” that is not exempt from matters covered by Code Section 409A, such settlement including the tax treatment of any amount paid or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” under any circumstances have any liability to any Participant or (ii) the date of Participant’s deathhis or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties intend agree that this Agreement and shall be interpreted to comply with or, to the benefits provided hereunder extent possible, be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (together with any Department of Treasury the “Code”), and the regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after promulgated thereunder to the date hereof, extent applicable (collectively “Code Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout), and other limitations and restrictions imposed under Section 409A and all provisions of this Agreement shall be interpreted, operated and administered construed in a manner consistent with such intent. Notwithstanding any other provision of the Plan requirements for avoiding taxes or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments penalties under Code Section 409A. Except to the Plan extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to penalties that may be exempt from the application of imposed on Executive under Code Section 409A or any damages for failing to comply with the requirements of Code Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of settlement any provision of this Agreement providing for the payment of any portion amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of the RSUs employment unless such termination constitutes is also a “separation from service” within the meaning of Code Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment 409A and, for purposes of Section 409A. In additionany such provision of this Agreement, notwithstanding anything herein references to the contrary, if upon a “termination,” “termination of employment, a Participant ” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A409A(a)(2)(B), then, then with regard to any payment or the extent the settlement provision of the RSUs following such termination of employment any benefit that is considered the payment of “non-qualified nonqualified deferred compensation” compensation under Code Section 409A payable on account of a “separation from service,” that is such payment or benefit shall not exempt from Section 409A, such settlement shall be delayed made or provided until the date that which is the earlier of (i) the expiration of the six-month six (6)-month period measured from the date of such “separation from service” or of Executive, and (ii) the date of Participant’s deathExecutive's death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive's taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. The parties intend that To the extent applicable, this Agreement and the benefits provided hereunder shall be exempt from the requirements of interpreted in accordance with Section 409A of the Code (together with any and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date hereof, “Section 409A”) of this Agreement. Notwithstanding any provision of this Agreement to the maximum extent possible. Howevercontrary, to in the extent event that following the effective date of this Agreement, the Company determines that the RSUs (or any portion thereof) Award may be subject to Section 409A409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this Agreement), the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to Company may adopt such amendments to the Plan or this Agreement, Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as that the Committee Company determines are necessary or appropriate either for to (a) exempt the RSUs to be exempt Award from the application of Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or to (b) comply with the requirements of Section 409A. For purposes 409A of the Plan Code and related Department of Treasury guidance; provided, however, that this AgreementSection 15 shall not create any obligation on the part of the Company or any Affiliate to adopt any such amendment, policy or procedure or take any such other action. In no event shall the Company or any Affiliate be liable for any tax, interest or penalty imposed on the Participant under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. Notwithstanding anything else herein to the contrary and solely to the extent the Award would constitute nonqualified deferred compensation subject to Section 409A of the Code, a “Change in Control” shall occur only if such event also constitutes a “change in the ownership,” “change in effective control,” and/or a “change in the ownership of a substantial portion of assets” of the Company as those terms are defined under Section 409A of the Code and the regulations promulgated thereunder, but only to the extent necessary to avoid accelerated taxation and/or tax penalties under establish a time and form of payment that complies with Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion 409A of the RSUs unless such termination constitutes a “separation from service” within Code, without altering the meaning definition of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment Change in Control for any other purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” or (ii) the date of Participant’s deathin respect thereto.

Code Section 409A. The parties intend that (a) To the extent any provision of this Agreement and or action by the benefits provided hereunder be exempt from Company would subject the requirements of Section 409A of the Executive to liability for interest or additional taxes under Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that the RSUs (or any portion thereof) may be subject to this Agreement will comply with Code Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated administered accordingly and administered in interpreted and construed on a manner basis consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments Agreement to the Plan contrary, no termination or this Agreement, similar payments or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to benefits shall be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes payable hereunder on account of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a Executive’s termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. Each amount For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be paid separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 18 shall not be construed as a separately identified payment guarantee of any particular tax effect for purposes the Executive’s benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A. In addition, notwithstanding anything herein 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if upon termination of employment, a Participant the Executive is deemed determined to be a “specified employee” within Specified Employee as of the meaning of that term under Section 409ATermination Date, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from required pursuant to Code Section 409A, such settlement payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed until the date that is the earlier of (i) the expiration payments shall be accumulated and paid in a lump-sum payment as of the six-first day of the seventh month following the Termination Date (or, if earlier, as of the Executive’s death), with all such delayed payments being credited with interest (compounded monthly) for this period measured from of delay equal to the date prime rate in effect on the first day of such “separation from service” or six (ii) 6)-month period. Any portion of the date of Participant’s deathbenefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. The parties intend (a) To the extent that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A any of the terms and conditions contained herein which were modified by this amended and restated Agreement constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits shall comply with the deferral, payout, and other limitations and restrictions imposed under provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding these intentions, and to the extent that any regulations or other provision guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from Agreement while avoiding the application of such taxes or interest under Code Section 409A or 409A. (c) Notwithstanding any provision in the Agreement to comply with the requirements of Section 409A. For purposes contrary if, as of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination effective date of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon Employee’s termination of employment, he is a Participant is “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a “specified employee” within six (6) month delay following the meaning Employee’s separation from service. For purposes of that term under Code Section 409A, thenall installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the extent prime rate in effect on the settlement first day of such six-month period. Any portion of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” benefits hereunder that is were not exempt from Section 409A, such settlement shall otherwise due to be delayed until the date that is the earlier of (i) the expiration of paid during the six-month period measured from following the date termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “separation from servicecompensation” or (ii) shall mean Employee’s W-2 compensation as reported by the date of Participant’s deathBank for a particular calendar year.

Code Section 409A. The parties intend that (a) To the extent any provision of this Agreement and or action by the benefits provided hereunder be exempt from the requirements of Section 409A of the Company would subject Executive to liability for interest or additional taxes under Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that the RSUs (this Agreement will comply with, or any portion thereof) may be subject to exempt from, Code Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated administered accordingly and administered in interpreted and construed on a manner basis consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments Agreement to the Plan contrary, no termination or this Agreement, similar payments or adopt other policies and procedures benefits (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties which constitute “non-qualified deferred compensation” under Code Section 409A, a ) shall be payable hereunder on account of Executive’s termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. Each amount For purposes of Code Section 409A, all installment payments of deferred 1656293.v1 compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be paid separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a separately identified payment guarantee of any particular tax effect for purposes Executive’s benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A. In addition, notwithstanding anything herein 409A. (b) Notwithstanding any provision of this Agreement to the contrary, if upon termination Executive is determined to be a Specified Employee as of employmentthe Termination Date, a Participant is then, only to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a “specified employee” within six-month delay following the meaning Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of that term under Section 409Athe first day of the seventh month following the Termination Date (or, thenif earlier, as of Executive’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the extent prime rate in effect on the settlement first day of such six-month period (based on the prime rate as reflected in the Wall Street Journal). Any portion of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” benefits hereunder that is were not exempt from Section 409A, such settlement shall otherwise due to be delayed until the date that is the earlier of (i) the expiration of paid during the six-month period measured from following the date of such “separation from service” or (ii) Termination Date shall be paid to Executive in accordance with the date of Participant’s deathpayment schedule established herein.

Code Section 409A. The intent of the parties intend is that payments under this Agreement and the benefits provided hereunder comply with or be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury and the regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, promulgated thereunder (collectively “Code Section 409A”) and the Company shall have complete discretion to the maximum extent possible. However, to the extent interpret and construe this Agreement in any manner that the RSUs establishes an exemption from (or compliance with) the requirements of Code Section 409A. If for any portion thereofreason, such as imprecision in drafting, any provision of this Agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) may be subject to Code Section 409A, the parties intend that this Agreement and as demonstrated by consistent interpretations or other evidence of intent, such benefits comply with the deferral, payout, and other limitations and restrictions imposed under provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and this Agreement shall be interpreted, operated and administered interpreted by the Company in a manner consistent with such intent. Notwithstanding any other provision , as determined in the discretion of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application Company. A Termination of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment Service shall not be deemed to have occurred for purposes of settlement any provision of any portion of the RSUs this Agreement unless such termination constitutes is also a “separation from service” within the meaning of Code Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment 409A, and, for purposes of Section 409A. In additionany such provision of this Agreement, notwithstanding anything herein references to a “termination,” “Termination of Service” or like terms shall mean “such a separation from service.” Any provision of this Agreement to the contrarycontrary notwithstanding, if upon termination of employment, a Participant the Company determines that Team Member is deemed to be a “specified employee,” within the meaning of that term under Code Section 409A, then, then to the extent the settlement of the RSUs following such termination of employment any payment that Team Member is considered the payment of “non-qualified deferred compensation” entitled to under Section 409A payable this Agreement on account of a “his or her separation from service” that is not exempt from service would be considered nonqualified deferred compensation under Code Section 409A, such settlement payment shall be delayed until paid or provided at the date that which is the earlier of (i) the expiration of the six-month period measured from the date of six (6) months and one day after such “separation from service” or service and (ii) the date of Participant’s deathhis or her death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 5(q) shall be paid in a lump-sum, without interest, 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. The parties intend that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of in the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant and to the extent that Code Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Bank that such benefits shall, to the extent practicable, comply with, or be exempt from. Code Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the 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 Code Section 409A. hi the event that the Bank (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” within (as defined under Code Section 409A), any payment to be made to the meaning of Executive upon a separation from service may not be made before the date that term under is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments that would have been made to the Executive during the six months following his separation from services that are not otherwise exempt from Code Section 409A, thenif any, will be accumulated and paid to the extent Executive during the settlement of seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in the RSUs following such Agreement. For the purposes herein, the phrase “termination of employment is considered employment” or similar phrases will be interpreted in accordance with the payment of “non-qualified deferred compensation” under Section 409A payable on account of a 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 is Code Section 409A requires that any special terms, provisions or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that the Agreement or any benefit thereunder shall be deemed not exempt from to comply with Code Section 409A, such settlement then neither the Bank, the Board, the Compensation Committee nor its or their designees or agents shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” liable to any participant or (ii) the date of Participant’s deathother person for actions, decisions or determinations made in good faith.

Code Section 409A. (a) The intent of the parties intend is that payments and benefits under this Agreement and the benefits provided hereunder comply with, or be exempt from the requirements of from, Section 409A of the Code (together with any Department of Treasury and the regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent possible. Howeverpermitted, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs interpreted to be exempt from in compliance therewith. (b) If the application of Section 409A or to comply with Chairman is deemed on the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid date that his services under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed terminate to be a “specified employee” within the meaning of that term under Code Section 409A409A(a)(2)(B), then, then with regard to the extent the settlement of the RSUs following such termination of employment any payment that is considered the payment of “non-qualified nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” that is not exempt from Section 409A, such settlement payment or benefit shall be delayed until made or provided at the date that which is the earlier of (iA) the expiration of the six-month six (6)-month period measured from the date of such “separation from service” of the Chairman, and (B) the date of the Chairman’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 13(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Chairman in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, the Chairman’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may the Chairman, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the date amount of Participantexpenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of the Chairman’s deathtaxable year following the taxable year in which the expense was occurred.

Code Section 409A. The parties intend that this Agreement and the payments and benefits provided hereunder be exempt from the requirements of Code Section 409A of 409A, and the Code (together with any Department of Treasury rules and regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent that the RSUs (or any portion thereof) may be subject Code Section 409A is applicable to Section 409Athis Agreement, the parties intend that this Agreement and such any payments and benefits hereunder comply with the deferral, payout, payout and other limitations and restrictions imposed under Code Section 409A and so as to avoid the imputation of any tax, penalty or interest under Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall will be construed, interpreted, operated and administered in a manner consistent with such intentintentions; provided, however, that (A) the Company makes no representations or warranties to the Employee with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, (B) in no event will the Company or any of its subsidiaries or affiliates (or any of their respective successors) be liable for any additional tax, interest or penalty that may be imposed on the Employee pursuant to Code Section 409A or for any damages or liabilities incurred by the Employee as a result of this Agreement (or the payments or benefits hereunder) failing to comply with, or be exempt from, Code Section 409A, and (C) the Employee, by executing this Agreement, will be deemed to have waived any claim against the Company and its affiliates with respect to any such tax, economic or legal consequences. Notwithstanding Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the Plan or contrary (other than the proviso in the immediately preceding sentence): (a) To the extent Code Section 409A is applicable to this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall will not be deemed to have occurred for purposes of settlement any provision of any portion this Agreement providing for the payment of the RSUs amounts or benefits upon or following a termination of employment unless such termination constitutes a “separation from service” within the meaning of Treasury Regulation Section 409A. Each amount 1.409A-1(h)(1), without regard to be paid under this Agreement shall be construed as the optional alternative definitions available thereunder (a separately identified payment “Separation from Service”), and, for purposes of Section 409A. In additionany such provision of this Agreement, notwithstanding anything herein references to the contrary, if upon “terminate,” “termination,” “termination of employment, a Participant ,” “resigns” and like terms will be interpreted accordingly. (b) If the Employee is deemed to be a “specified employee” within the meaning of that term under Treasury Regulation Section 409A, then, to the extent the settlement 1.409A-1(i) as of the RSUs following such termination date of employment is considered the Employee’s Separation from Service, the Employee will not be entitled to any payment of “non-qualified deferred compensation” under Section 409A payable or benefit on account of a “separation the Employee’s Separation from service” that is not exempt from Section 409AService, such settlement shall be delayed until the earlier of (1) the date that is six (6) months after the earlier Employee’s Separation from Service for any reason other than death or (2) the date of the Employee’s death. The provisions of this Section 5(b) will only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A on the Employee. Any amounts otherwise payable to the Employee upon or in the six (6) month period following the Employee’s Separation from Service that are not so paid by reason of this Section 5(b) will be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Employee’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Employee’s death). (c) Each payment made under this Agreement will be treated as a separate and distinct payment, and the right to a series of installment payments under this Agreement will be treated as a right to a series of separate and distinct payments. (d) With regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits (except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,” within the meaning of Treasury Regulation Section 1.409A-1(b)), (i) the expiration amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year will not affect the sixexpenses eligible for reimbursement, or in-month period measured from the date of such “separation from service” or kind benefits to be provided, in any other calendar year, (ii) such payment will be made within thirty (30) days following the date submission of Participant’s deathappropriate documentation required by the Company and in no event later than the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit.

Code Section 409A. The parties intend (a) This Agreement shall be interpreted and administered in a manner so that this Agreement any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided hereunder under the Agreement is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisors shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt from the requirements “deferred compensation” for purposes of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409ANon-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder, or a different form of payment of such Non-Exempt Deferred Compensation would be effected, by reason of a change in control or the Employee’s disability or termination of employment, such Non-Exempt Deferred Compensation will not be payable or distributable to the maximum extent possible. HoweverExecutive, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to the extent that the RSUs (such change in control, disability or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision termination of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actionsemployment, as the Committee determines are necessary case may be, meet any description or appropriate either for the RSUs to be exempt from the application definition of Section 409A “change in control event”, “disability” or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any Non-Exempt Deferred Compensation upon a change in control, disability or termination of employment, however defined. If this provision prevents the payment or distribution of any Non-Exempt Deferred Compensation, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “change in control event”, “disability” within or “separation from service,” as the meaning case may be, or such later date as may be required by subparagraph (c) below. If this provision prevents the application of Section 409A. Each a different form of payment of any amount to or benefit, such payment shall be paid under made in the same form as would have applied absent such designated event or circumstance (c) Notwithstanding anything is this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination any amount or benefit that would constitute Non- Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of employment, the Employee’s separation from service during a Participant period in which he is deemed to be a “specified employee” within the meaning of that term under Section 409ASpecified Employee (as defined below), then, subject to any permissible acceleration of payment by the extent the settlement Company under Treas. Reg. Section 1.409A-3 (j)(4)(ii) (domestic relations order), ( j ) (4) (iii)(conflicts of the RSUs following such termination interest), or (j) (4) (vi) (payment of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of taxes) : (i) the expiration amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period measured from the date of such “immediately following Employee ‘s separation from service” service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executives death) (in either case, the “Required Delay Period”); and (ii) the date normal payment or distribution schedule for any remaining payments or distributions will resume at the -end of Participant’s deaththe Required Delay Period.

Code Section 409A. (a) This Agreement is intended to comply with Code Section 409A and the final regulations and interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The parties intend that Agreement shall be construed and interpreted with such intent. If any provision of this Agreement and the benefits provided hereunder needs to be exempt from revised to satisfy the requirements of Code Section 409A 409A, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Code Section 409A and Treas. Reg. §1.409A-2(b)(2)(iii) (or other guidance that any similar or successor provisions). Any reimbursement, tax gross-up or similar payment required to be paid to the Executive hereunder shall be paid by the Company no later than the latest date on which such payment may be issued after the date hereof, “made under Code Section 409A”409A and applicable regulations without causing such payment to be deemed deferred compensation subject to Code Section 409A. (b) Notwithstanding any provision to the maximum extent possible. Howevercontrary, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant Executive is deemed to be considered a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under (as defined in Code Section 409A payable and Treas. Reg. §1.409A-1(c)(i) or any similar or successor provision) and would be entitled to a payment during the six month period beginning on account the Executive’s date of a “separation Separation from service” Service that is not exempt from otherwise excluded under Code Section 409A409A under the exception for short-term deferrals, such settlement shall separation pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exemption, the payment will not be delayed made to the Executive until the date that is the earlier of (i) the expiration six month anniversary of the six-Executive’s date of Separation from Service or the Executive’s death and will be accumulated and paid on the first day of the seventh month period measured from following the date of such “separation from service” or (ii) the date of Participant’s deathtermination.

Code Section 409A. The parties intend (a) It is the intention of both the Company and Executive that the benefits and rights to which Executive could be entitled pursuant to this Agreement are not subject to Code Section 409A and the provisions of this Agreement shall be construed in a manner consistent with that intention. Should any benefits provided hereunder and rights to which Executive could be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “entitled pursuant to this Agreement are deemed subject to Section 409A”) to , it is the maximum extent possible. Howeverintention of both the Company and Executive that such benefits and rights comply with Code Section 409A, to the extent that the RSUs (or any portion thereof) may be subject to requirements of Code Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout409A are applicable thereto, and other limitations and restrictions imposed under Section 409A and the provisions of this Agreement shall be interpreted, operated and administered construed in a manner consistent with that intention. If Executive or the Company believes, at any time, that any such intent. Notwithstanding benefit or right that is subject to Code Section 409A does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Code Section 409A (with the most limited possible economic effect on Executive and on the Company). (b) If and to the extent required to comply with Code Section 409A, any other provision payment or benefit required to be paid under this Agreement on account of the Plan or this Agreementtermination of Executive’s employment, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure term to do so) to adopt such amendments to the Plan or this Agreementthat effect, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to shall be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes made upon Executive incurring a “separation from service” within the meaning of Code Section 409A. Each amount to be paid under 409A. (c) Notwithstanding anything in this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant in the event that the Executive is deemed to be a “specified employee” within the meaning of that term (as described in Code Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Code Section 409A, thenthen the Company and the Executive shall cooperate in good faith to undertake any actions that would cause such payment or benefit not to constitute deferred compensation under Code Section 409A. In the event that, following such efforts, the Company determines (after consultation with its counsel) that such payment or benefit is still subject to the extent six-month delay requirement described in Code Section 409A(2)(b) in order for such payment or benefit to comply with the settlement requirements of Code Section 409A, then no such payment or benefit shall be made before the RSUs following such termination of employment date that is considered six months after the payment of “non-qualified deferred compensation” under Section 409A payable on account of a Executive’s “separation from service” that is not exempt from (as described in Code Section 409A) (or, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from if earlier, the date of such “separation from service” or (ii) the date of ParticipantExecutive’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.

Code Section 409A. The parties intend provisions in this Section 6 shall apply if the Participant is subject to taxation in the United States. 6.1 To the extent the Restricted Stock Units constitute “nonqualified deferred compensation” that this Agreement and the benefits provided hereunder be exempt from the requirements of is subject to Code Section 409A of the Code (together “NQ Deferred Compensation”), any Restricted Stock Units that are payable upon or with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after reference to the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs Participant’s Active Service terminates (or any portion thereofi) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of paid unless the RSUs unless such termination constitutes Participant experiences a “separation from service” within the meaning of Code Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to 409A and (ii) if the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A409A on the date of the Participant’s separation from service, thenthen the Restricted Stock Units shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments made pursuant to this Agreement and the settlement Plan are intended to qualify for an exemption from or comply with Code Section 409A. Notwithstanding any other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable Company based on account of a “separation from service” that is not exempt from matters covered by Code Section 409A, such settlement including the tax treatment of any amount paid or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall be delayed until under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. 6.3 If the date that is the earlier of (i) the expiration vesting of the six-month period measured from Restricted Stock Units is accelerated upon a Change of Control, the Restricted Stock Units are considered NQ Deferred Compensation and the Change of Control does not constitute a “change in control event,” within the meaning of the U.S. Treasury Regulations, then the cash equivalent of the Restricted Stock Units calculated as of the date of such “separation from service” or (ii) the Change in Control shall be paid on the earliest of the applicable Vesting Date, the date of the Participant’s deathdeath or the date the Participant’s Active Status terminates due to Disability.

Code Section 409A. The parties intend For purposes of Section 409A, each payment that is paid pursuant to this Agreement and the is hereby designated as a separate payment. Further, (i) no severance or benefits to be paid or provided hereunder be exempt from the requirements of Section 409A of the Code (to you, if any, pursuant to this Agreement that, when considered together with any Department of Treasury regulations and other interpretive guidance issued thereunderseverance payments or benefits, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to are considered deferred compensation under Section 409A, will be paid or otherwise provided until you have had a “separation from service” within the parties intend that meaning of Section 409A, (ii) no severance or benefits to be paid or provided to you, if any, pursuant to this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines that are necessary or appropriate either for the RSUs intended to be exempt from the application of Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) will be paid or to comply with otherwise provided until you have had an “involuntary separation from service” within the requirements meaning of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a and (iii) in the case of (i) and (ii), any reference in this Agreement to “termination” or “termination of employment employment” or any similar term shall not be deemed construed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes mean a “separation from service” within the meaning of Section 409A. Each amount The parties intend that all payments and benefits provided or to be paid provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. You and the Company 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 you. Any severance payments or benefits made in connection with your termination under this Agreement and provided on or before the fifteenth (15th) day of the third (3rd) month following the end of your first tax year in which your termination occurs or, if later, the fifteenth (15th) day of the third (3rd) month following the end of the Company’s first tax year in which your 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 your termination under this Agreement shall be construed as a separately identified payment for purposes of exempt from Section 409A. In addition, notwithstanding anything herein 409A to the contrarymaximum 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 your second (2nd) taxable year following the taxable year in which your termination occurs). Notwithstanding the foregoing, if upon any of the payments or benefits provided in connection with your termination of employment, a Participant is deemed 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 you are, at the time of your termination, a “specified employee,” within the meaning of that term under as defined in Treasury Regulation Section 409A1.409A-1(i), then, to the extent the settlement of the RSUs following each such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is or benefit will not exempt from Section 409A, such settlement shall be delayed provided until the first regularly scheduled payroll date that is the earlier of (i) the expiration of the six-month period measured from occurs on or after the date of six (6) months and one (1) day following your termination and, on such “separation from service” or date (ii) the or, if earlier, another date of Participant’s that occurs as soon as practicable after your death), you will receive all payments and benefits that would have been provided during such period in a single lump sum, if applicable.

Code Section 409A. The parties intend that Restricted Stock Unit Award and payments made pursuant to this Agreement and the benefits provided hereunder be exempt from Plan are intended to satisfy the requirements of Section 409A of the “short-term deferral” rule set forth in Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intentthe regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision of in this Agreement or the Plan or this AgreementPlan, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this AgreementCorporation, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to avoid accelerated taxation unilaterally amend or modify this Agreement and/or tax penalties under 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 Corporation makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Corporation or any affiliate based on matters covered by Code Section 409A, a termination including the tax treatment of employment any amount paid or payable or Award made under this Agreement, and neither the Corporation nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not be exempt from, and therefore deemed to have occurred for purposes of settlement of any portion 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 the RSUs unless such termination constitutes a “date of the Participant’s separation from service” service (within the meaning of Treasury Regulation Section 409A. Each amount to 1.409A-1(h)), then the issuance of any shares that would otherwise be paid under this Agreement shall be construed as a separately identified payment for purposes made upon the date of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” separation from service or within the meaning of that term under Section 409A, then, to first six months thereafter will not be made on the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable originally scheduled dates and will instead be issued in a lump sum on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from six months and one day after the date of such “the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” or (ii) the date for purposes of Participant’s deathTreasury Regulation Section 1.409A-2(b)(2).

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this This Award Agreement shall be interpreted, operated operated, and administered in a manner consistent so as not to subject Awardee to the assessment of additional taxes or interest under Code section 409A, and this Award Agreement shall be amended as the Company, in its sole discretion, determines is necessary and appropriate to avoid the application of any such taxes or interest. Payments under this Award Agreement may be made within any period as permitted in compliance with such intent. Notwithstanding Section 409A. In addition, notwithstanding any other provision of herein to the Plan or this Agreementcontrary, in the event that following the Award Date, the Committee shall have the right in its sole discretion (without including any obligation to do so delegate thereof) determines that it may be necessary or to indemnify Participant or any other person for failure appropriate to do so) to , the Committee may adopt such amendments to the Plan or and/or this Agreement, Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as that the Committee determines are necessary or appropriate either for to (a) exempt the RSUs to be exempt Plan and/or the SAs from the application of Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to this Award, or to (b) comply with the requirements of Section 409A. For purposes 409A; provided, however, that this paragraph shall not create an obligation on the part of the Plan and this AgreementCommittee to adopt any such amendment, policy or procedure or take any such other action. No payment hereunder shall be made to Awardee during the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a six (6)-month period following Awardee’s “separation from service” (within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, ) to the extent that the settlement of Company determines that paying such amount at the RSUs following such termination of employment is considered time set forth herein would be a prohibited distribution under Section 409A(a)(2)(B)(i). If the payment of “non-qualified deferred compensation” any such amounts is delayed as a result of the previous sentence, then within thirty (30) days following the end of such six (6)-month period (or, if earlier, Awardee’s death), the Company shall pay to Awardee (or to Awardee’s legal representative or estate) the cumulative amounts that would have otherwise been payable to Awardee during such period, without interest. The Committee makes no representation that any of the SAs or amounts received under this Award Agreement will be exempt from or comply with Section 409A and makes no undertaking to prevent Section 409A from applying to any such SAs or amounts. An Awardee will be solely responsible for the payment of any taxes and penalties incurred under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” or (ii) the date of Participant’s death.409A.

Code Section 409A. (i) The intent of the parties intend is that payments and benefits under this Agreement and the benefits provided hereunder comply with or otherwise be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury and the regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent possible. Howeverpermitted, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpretedinterpreted to be either exempt from or in compliance therewith. In no event shall the Parent or Employer be liable for any additional tax, operated and administered in a manner consistent interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with such intent. Code Section 409A. (ii) Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything schedule provided herein to the contrary, if upon termination of employment, a Participant Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A409A(a)(2)(B), then, to the extent the settlement of the RSUs following such termination of employment then any payment under Section 1 hereof that is considered the payment of “non-qualified deferred compensation” compensation under Code Section 409A payable on account of a “separation from service” that is shall not exempt from Section 409A, such settlement shall be delayed made until the date that which is the earlier of (iA) the expiration of the six-month six (6)-month period measured from the date of such “separation from service” or of Executive, and (iiB) the date of ParticipantExecutive’s deathdeath (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(d) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from the 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.” (iv) For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (v) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” (within the meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (vi) To the extent that any reimbursement of expenses or in-kind benefits constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A), such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code), and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. (vii) 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) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (A) the Employer shall deliver the Release to Executive within ten days following the date of Executive’s termination of employment, (B) provided the Employer timely complies with its obligation under clause (A), if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes his acceptance of the Release thereafter, he shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (C) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as “nonqualified deferred compensation” (within the meaning of Code Section 409A) shall be made in the later taxable year. For purposes of this Section 1(d)(vii) “Release Expiration Date” shall mean the date that is 31 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 55 days following the date of Executive’s termination of employment. To the extent that any 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)(vii) 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 (and the applicable revocation period has expired) or, in the case of any payments subject to clause (C) of this Section 1(d)(vii) on the first payroll period to occur in the subsequent taxable year, if later.

Code Section 409A. The parties intend It is intended that all compensation payable pursuant to this Agreement and the benefits provided hereunder be is exempt from the requirements of or, alternatively, complies with Section 409A of (and any legally binding guidance promulgated under Section 409A, including, without limitation, the Final Treasury Regulations) (“Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to ), and this Agreement will be interpreted, administered and operated accordingly. The Company reserves the maximum extent possible. Howeverright, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure that all payments provided for under this Agreement are made in a manner that qualifies for exemption from or complies with Code Section 409A; provided, however, that the RSUs (Company makes no representation that the grant, vesting, or settlement of the Award will be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the grant, vesting or settlement of the Award granted pursuant to this Agreement. In the event that any portion thereof) may provision of this Agreement is inconsistent with Code Section 409A or such guidance, then the applicable provisions of Code Section 409A shall supersede such inconsistent provision. Notwithstanding the foregoing, in no event will any of Company, its parent, or their respective subsidiaries, affiliates, or officers, directors, employees, or agents have any liability for failure of the form of this Agreement to be subject to exempt from or comply with Code Section 409A and none of the foregoing guarantees that the form of this Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and ▇▇▇▇▇▇▇’s right to receive any payments pursuant to this Agreement shall be interpretedtreated as a right to receive a separate and distinct payment, operated and administered any payments to be made in installments shall be deemed to be a manner consistent series of separate payments. Whenever a payment under this Agreement specifies a payment period with such intent. Notwithstanding any other provision reference to a number of the Plan or this Agreementdays, the Committee actual date of payment within the specified period shall have be within the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a Company. A termination of employment or service under this Agreement shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes mean a “separation from service” within the meaning of under Code Section 409A. Each amount to be paid under this Notwithstanding any provisions of the Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement that Code Section 409A would cause an adverse tax consequence to Grantee, a Change in Control shall not be deemed to occur for purposes of this Agreement unless the Change in Control meets the definition ascribed to the phrase “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the RSUs following such termination Assets of employment is considered the payment of “non-qualified deferred compensationa Corporation” under Section 409A payable on account Treasury Department Regulation 1.409A-3(i)(5), as revised from time to time in either subsequent regulations or other guidance. Notwithstanding any of a “separation from service” the foregoing to the contrary, the Company and its respective officers, directors, employees, or agents make no guarantee that is not the terms of the Award and this Agreement as written comply with, or are exempt from from, the provisions of Code Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration and none of the six-month period measured from foregoing shall have any liability for the date failure of such “separation from service” the terms of the Award or (ii) this Agreement as written to comply with, or be exempt from, the date provisions of Participant’s death.Code Section 409A.

Code Section 409A. The parties intend that Performance Stock Unit Award and payments made pursuant to this Agreement and the benefits provided hereunder be exempt from Plan are intended to satisfy the requirements of Section 409A of the “short-term deferral” rule set forth in Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intentthe regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision of in this Agreement or the Plan or this AgreementPlan, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this AgreementCompany, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to avoid accelerated taxation unilaterally amend or modify this Agreement and/or tax penalties under the Plan so that the Performance Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Performance Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Performance 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, a termination including the tax treatment of employment any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not be exempt from, and therefore deemed to have occurred for purposes of settlement of any portion 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 the RSUs unless such termination constitutes a “date of the Participant’s separation from service” service (within the meaning of Treasury Regulation Section 409A. Each amount to 1.409A-1(h)), then the issuance of any shares that would otherwise be paid under this Agreement shall be construed as a separately identified payment for purposes made upon the date of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant is deemed to be a “specified employee” separation from service or within the meaning of that term under Section 409A, then, to first six months thereafter will not be made on the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable originally scheduled dates and will instead be issued in a lump sum on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from six months and one day after the date of such “the separation from service” or (ii) , with the date balance of Participant’s death.the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A.

Code Section 409A. The parties intend that (a) To the extent any provision of this Agreement and or action by the benefits provided hereunder be exempt from the requirements of Section 409A of the Employer would subject Executive to liability for interest or additional taxes under Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Employer. It is intended that the RSUs (or any portion thereof) may be subject to this Agreement will comply with Code Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated administered accordingly and administered in interpreted and construed on a manner basis consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments Agreement to the Plan contrary, no termination or this Agreement, similar payments or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to benefits shall be exempt from the application payable hereunder on account of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a Executive’s termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. Each amount For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be paid separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Employer to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 19 shall not be construed as a separately identified payment guarantee of any particular tax effect for purposes Executive’s benefits under this Agreement and the Employer does not guarantee that any such benefits will satisfy the provisions of Code Section 409A. In addition, notwithstanding anything herein 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if upon termination of employment, a Participant Executive is deemed determined to be a “specified employee” within Specified Employee as of the meaning of that term under Section 409ATermination Date, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from required pursuant to Code Section 409A, such settlement payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six-month delay following the Termination Date; and all delayed until payments shall be accumulated and paid in a lump-sum payment as of the date first day of the seventh month following the Termination Date (or, if earlier, as of Executive’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that is the earlier of (i) the expiration of were not otherwise due to be paid during the six-month period measured from following the date of such “separation from service” or (ii) Termination Date shall be paid to Executive in accordance with the date of Participant’s deathpayment schedule established herein.

Code Section 409A. The parties intend (a) This Agreement shall be interpreted and administered in a manner so that this Agreement any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided hereunder under the Agreement is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt from the requirements “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable hereunder by reason of the Executive’s disability or termination of employment, such amount or benefit will not be payable or distributable to the Executive by reason of such circumstance unless (together with i) the circumstances giving rise to such disability or termination of employment, as the case, may be, meet any Department description or definition of Treasury “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations and other interpretive guidance issued thereunder, including (without limitation giving effect to any such regulations or other guidance elective provisions that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and available under such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effectdefinition), or take any other actions, as (ii) the Committee determines are necessary payment or appropriate either for the RSUs to distribution of such amount or benefit would be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and Code by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any amount upon a disability or termination of employment, however defined. If this Agreementprovision prevents the payment or distribution of any amount or benefit, to such payment or distribution shall be made on the extent necessary to avoid accelerated taxation and/or tax penalties under date, if any, on which an event occurs that constitutes a Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a -compliant “disability” or “separation from service,” within as the meaning of Section 409A. Each amount to case, may be, or such later date as may be paid under required by subsection (c) below. (c) Notwithstanding anything in this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of employment, Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service during a Participant period in which he is deemed to be a “specified employee” within the meaning of that term under Section 409ASpecified Employee (as defined below), then, subject to any permissible acceleration of payment by the extent the settlement Employer under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of the RSUs following such termination interest), or (j)(4)(vi) (payment of employment is considered taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of “such non-qualified exempt deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall compensation will be delayed until the date that is the earlier of (iA) a date no later than thirty (30) days following the Executive’s death, or (B) the expiration first day of the seventh month following the Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period measured immediately following the Executive’s separation from service will be accumulated and the date Executive’s right to receive payment or distribution of such “accumulated amount will be delayed until the earlier of (A) a date no later than thirty (30) days following the Executive’s death, or (B) the first day of the seventh month following the Executive’s separation from service” , whereupon the accumulated amount will be paid or (ii) distributed to the date of Participant’s deathExecutive and the normal payment or distribution schedule for any remaining payments or distributions will resume.

Code Section 409A. (a) The parties intend that compensation and benefits payable under this Agreement and Agreement, including without limitation the benefits provided hereunder be exempt from described in Section 2 of this Agreement, are not intended to constitute “nonqualified deferred compensation” within the requirements meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together the “Code”), and, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section 2 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with any respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation . If the Company and Executive determine that any such regulations compensation or other guidance that benefits payable under this Agreement may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be become subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Code Section 409A and related Department of Treasury guidance, the Company and Executive agree to amend this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and or procedures (including amendments, policies and procedures with retroactive effect), or take any such other actions, actions as the Committee determines are Company and Executive deem necessary or appropriate either for to (i) exempt the RSUs to be exempt compensation and benefits payable under this Agreement from the application of Code Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement, or to (ii) comply with the requirements of Code Section 409A. For purposes 409A and related Department of Treasury guidance. (b) Notwithstanding anything herein to the Plan and this Agreementcontrary, to the extent necessary any payments to avoid accelerated taxation and/or tax penalties under Executive pursuant to Section 409A2 are treated as non-qualified deferred compensation subject to Section 409A of the Code, a then (i) no amount shall be payable pursuant to such section unless Executive’s termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within with the meaning Company (as such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”), and (ii) if at the time of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant Executive’s Separation from Service Executive is deemed to be a “specified employee” within the meaning of that term under as defined in Section 409A, then, to the extent the settlement 409A of the RSUs following Code, as determined by the Company in accordance with Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” or (ii) the date of Participant’s death.necessary in order to prevent any accelerated or

Code Section 409A. The parties intend that (a) Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payments and benefits provided hereunder set forth herein shall either be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to shall comply with the requirements of Code Section 409A. For purposes of the Plan and this Agreement409A and, accordingly, to the maximum extent necessary permitted, this Agreement shall be interpreted to avoid accelerated taxation and/or tax penalties under be exempt from or in compliance with Code Section 409A409A. The parties hereto agree that the payments and benefits set forth herein comply with or are exempt from the requirements of Code Section 409A and agree not to take any position, and to cause their affiliates, successors and assigns not to take any position, inconsistent with such interpretation for any reporting purposes, whether internal or external. (b) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of settlement any provision of this Agreement providing for the payment of any portion amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of the RSUs Code Section 409A upon or following a termination of Employee’s employment unless such termination constitutes is also a “separation from service” within the meaning of Code Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment 409A and, for purposes of Section 409A. In additionany such provision of this Agreement, notwithstanding anything herein references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be treated as the date of termination for purposes of any such payment or benefits. Notwithstanding any other provision of this Agreement to the contrary, if upon termination of employment, a Participant Employee is deemed to be a “specified employee” within the meaning of that term under Section 409A, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under Code Section 409A payable on account of 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” that is not exempt from (within the meaning of Code Section 409A), then such settlement payment or benefit required under this Agreement shall not be delayed until paid (or commence) during the date 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 is 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 cash payment on the earlier of (i) the expiration first regular payroll date of the six-seventh month period measured from the date of such “following Employee’s separation from service” service or (ii) the date of Participant10th business day following Employee’s death. (c) It is intended that each installment of any severance payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Code Section 409A. Neither Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense shall be made promptly and in all cases on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. Notwithstanding anything contained herein to the contrary, if the period in which any general waiver and release of claims may be executed overlaps two calendar years (regardless of when such release is actually executed), then, to the extent required by Code Section 409A, any payments that are subject to such general waiver and release of claims that would otherwise be made in such first calendar year shall instead be withheld and paid on the first normal payment date in the second calendar year with all remaining payments to be paid as if such delay had not occurred.

Code Section 409A. The parties intend that All or a portion of the severance pay and severance benefits provided under this Agreement and the benefits provided hereunder is intended to be exempt from the requirements of Code Section 409A and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Code Section 409A. In particular, the severance pay and benefits are intended to constitute a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4), a payment or benefit described in paragraphs (b)(9)(iv) and (v) of Treasury Regulation Section 1.409A-1, and/or severance pay due to involuntary separation from service under Treasury Regulation Section 1.409A-1(b)(9)(iii). If a provision of the Agreement would result in the imposition of an applicable tax under Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend agree that this Agreement and such benefits comply with provision shall be reformed to the deferral, payout, and other limitations and restrictions imposed extent permissible under Code Section 409A and this Agreement shall be interpretedto avoid imposition of the applicable tax, operated and administered with such reformation effected in a manner consistent with such intentthat has the most favorable tax result to Employee. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if upon termination of employment, a Participant (a) Employee is deemed to be a “specified employee,” within the meaning of that as such term under Section 409A, then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation” under defined in Code Section 409A and the regulations thereunder and (b) any payment due under this Agreement is subject to Code Section 409A and is required to be delayed under Code Section 409A because Employee is a specified employee, that payment shall be payable on account of a “separation from service” that is not exempt from Section 409A, such settlement shall be delayed until the date that is the earlier of (i) the expiration of the six-month period measured first business day that is six months after Employee’s Separation from the date of such “separation from service” or Service, (ii) the date of ParticipantEmployee’s death, or (iii) the date that otherwise complies with the requirements of Code Section 409A. This Section shall be applied by accumulating all payments that otherwise would have been paid within six months of Employee’s Separation from Service and paying such accumulated amounts on the earliest business day which complies with the requirements of Code Section 409A. For purposes of determining the identity of specified employees, Employer may establish procedures as it deems appropriate in accordance with Code Section 409A. For purposes of Code Section 409A, each payment amount or benefit due under this Agreement will be considered a separate payment and Employee’s entitlement to a series of payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments. With respect to any reimbursements that are subject to Code Section 409A, (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred and (iii) the right to reimbursement shall not be subject to liquidation or exchange for any other benefit.