Common use of Code Section 409A Clause in Contracts

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to The intent of the parties is that payments and benefits under this Agreement are intended to comply with or be exempt from or to otherwise comply with the provisions of Code Section 409A to (“Section 409A”) of the extent applicable. The Program Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement shall be interpreted and administered and interpreted in a manner consistent with this intentaccordingly. If Notwithstanding anything contained herein to the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirementscontrary, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee Executive shall not be deemed considered to have had a Termination terminated employment with the Employers for purposes of this Agreement, unless the Employee has Executive would be considered to have incurred a “separation from service” from the Employers within the meaning of Section 409A (a “Separation from Service”). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in Section 5 of this Agreement that are due within the “short-term deferral period” as defined in Treasury Regulation §1.409A-1(h)Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding any provision of this Agreement to the contrary, if, at the time of the Executive’s Separation from Service, the stock of the Employers (or any successor entity) is treated as “publicly traded” under Section 409A(a)(2)(B)(1) of the Code and amounts that the Executive is deemed to be a “specified employee” within the meaning of said section, all payments which are subject to Section 409A as deferred compensation and which would otherwise be payable pursuant required to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) be made upon such Separation from Service shall instead be paid made on the earlier of (i) the first business day after of the date that is first month commencing at least six (6) months following Executive’s Separation from Service or (ii) the Employee’s Termination (or upon date of the EmployeeExecutive’s death, if earlier). For purposes of Code To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled Executive under this Agreement shall be treated as a separate payment; (ii) paid to the term “as soon as administratively possible” means a period of time that is within 60 days after Executive on or before the Termination due to death or Disability (as applicable); and (iii) the date last day of the Employee’s Disability shall be determined by year following the Company year in its sole discretion. Although this Agreement which the expense was incurred and the payments amount of expenses eligible for reimbursement during any one year may not effect amounts reimbursable or provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or in any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.subsequent year.

Code Section 409A. Payments made pursuant to It is intended that this Agreement are and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from or Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to otherwise comply with the provisions requirements of Code Section 409A 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent applicable. The Program and this Agreement shall be administered and interpreted that the Executive Performance RSU award, in a manner consistent with this intent. If the Company determines that any payments under this Agreement are whole or in part, is subject to Code Section 409A and this Agreement fails the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to comply with any RSUs that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall have been deferred may not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after made before the date that is six (6) months following after the Employee’s Termination (or upon the Employee’s deathdate of Separation from Service or, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the EmployeeParticipant’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.death.

Code Section 409A. Payments made pursuant to Notwithstanding any provision of this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program 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 this Agreement the Participant is a “specified employee” (as that term is defined under Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be administered and interpreted in a manner consistent with this intent. If made to the Company determines that any payments Participant under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after until the date that is the earlier to occur of: (i) the Participant's death, or (ii) six (6) months and one (1) day following the Employee’s Termination Participant's termination of employment (or upon the Employee’s death, if earlier“Delay Period”). For purposes of Code applying the provisions of Section 409A, to each group of the extent applicable: (i) all payments provided total Restricted Stock Units granted hereunder shall be treated as a right to a series of separate payments that would normally vest on the Initial Vesting Date and each separately identified amount to which anniversary of the Employee is entitled under this Agreement Initial Vesting Date thereafter shall be treated as a separate payment; . For purposes of this Agreement, to the extent the Restricted Stock Units (iior applicable portion thereof) are subject to the term provision of Section 409A, the terms “ceases to be employed”, “termination of employment” and variations thereof, as soon as administratively possibleused in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder under Section 409A. Restricted Stock Units are generally intended to be exempt from or Section 409A as short-term deferrals and, accordingly, the terms of this Agreement shall be construed to otherwise comply with preserve such exemption. To the extent that Restricted Stock Units granted under this Agreement are subject to the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or shall be interpreted and administered in accordance with the payments provided hereunder will comply with Code intent that the Participant not be subject to tax under Section 409A or any other provision of federal, state, local, or non-United States law. None of 409A. Neither the Company, any of its SubsidiariesSubsidiaries nor any other entity which is a Related Entity, or their respective directors, officers, employees or advisers shall be liable to the Employee any Participant (or any other individual claiming a benefit through the EmployeeParticipant) for any tax, interest, or penalties the Employee may Participant might owe as a result of compensation paid under this Agreementparticipation in the Plan, and the Company and Company, its Subsidiaries nor any other entity which is a Related Entity shall have no obligation to indemnify or otherwise protect the Employee Participant from the obligation to pay any taxes pursuant to Code Section 409A.409A, unless otherwise specified.

Code Section 409A. Payments made pursuant to The intent of the parties is that payments and benefits under this Agreement are intended to be exempt from or to otherwise comply with the provisions Section 409A of Code Section 409A to the extent applicable. The Program and subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered and interpreted to be in a manner consistent with this intentcompliance therewith. If Notwithstanding anything contained herein to the Company determines that any payments under this Agreement are subject contrary, to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderof the Code, the Employee Participant shall not be deemed considered to have had separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a Termination unless separation from service until the Employee has Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Treasury Regulation §1.409A-1(h)Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and amounts that such payment would otherwise be payable pursuant to result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement during or any other agreement of the six-month period immediately following the Employee’s Termination (including Retirement) Company, shall instead be paid made on the first business day after the date that is six (6) months following the Employee’s Termination such separation from service (or upon the Employee’s death, if earlier). For purposes The Company makes no representation that any or all of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under described in this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to will be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be liable to solely responsible for the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result payment of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code and penalties incurred under Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination due to death or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this (i) This Agreement are is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be exempt from or paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to otherwise comply a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with the provisions of Code Section 409A to and any Treasury Regulations and other guidance issued thereunder. To the extent applicable. The Program and , this Agreement shall be administered and interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a manner consistent with this intent. If “specified employee” (as defined in Section 409A of the Code), as determined by the Company determines in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that any the payments or benefits under this Agreement are subject to Code Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent is required in order to avoid accelerated taxation and/or tax penalties a prohibited distribution under Code Section 409A and applicable guidance issued thereunder409A(a)(2)(B)(i) of the Code, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable then such portion deferred pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including RetirementSection 9(p)(ii) shall instead be paid or distributed to Executive in a lump sum on the first business day after earlier of (A) the date that is six (66)-months following Executive’s Separation from Service, (B) months following the Employeedate of Executive’s Termination death or (or upon C) the Employee’s death, if earlier)earliest date as is permitted under Section 409A of the Code. For purposes of Code Section 409A, to Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable: (i) all payments provided hereunder , this Agreement shall be treated interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a right to a series of separate manner that no payments and each separately identified amount to which the Employee is entitled payable under this Agreement shall be treated subject to an “additional tax” as a separate payment; (iidefined in Section 409A(a)(1)(B) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be determined by made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the Company last day of Executive’s taxable year following the taxable year in its sole discretionwhich Executive incurred the expenses. Although this Agreement and The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the payments provided hereunder are intended to be exempt from amount eligible for reimbursement or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or in-kind benefits payable in any other provision taxable year of federalExecutive’s, state, local, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or exchange for any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.benefit.

Code Section 409A. Payments made pursuant to 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 Participant is a “specified employee” (as that term is defined under Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the Participant under this Agreement until the date that is the earlier to occur of: (i) the Participant's death, or (ii) six (6) months and one (1) day following the Participant's termination of employment (the “Delay Period”). For purposes of this Agreement, to the extent the Performance Share Units (or equivalent units received following a Change in Control) are subject to the provision of Section 409A, the terms “ceases to be employed”, “termination of employment” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A. Performance Share Units are generally intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to as short-term deferrals and, accordingly, the extent applicable. The Program and terms of this Agreement shall be administered and interpreted in a manner consistent with this intentconstrued to preserve such exemption. If To the Company determines extent that any payments Performance Share Units granted under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes requirements of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); interpreted and (iii) the date of the Employee’s Disability shall be determined by the Company administered in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply accordance with the requirements of Code intent that the Participant not be subject to tax under Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of 409A. Neither the Company, any of its Subsidiaries, or their respective directors, officers, employees or advisers Subsidiaries nor any entity which is a Related Entity shall be liable to the Employee any Participant (or any other individual claiming a benefit through the EmployeeParticipant) for any tax, interest, or penalties the Employee may Participant might owe as a result of compensation paid under this Agreementparticipation in the Plan, and the Company and Company, its Subsidiaries nor any other entity which is a Related Entity shall have no obligation to indemnify or otherwise protect the Employee Participant from the obligation to pay any taxes pursuant to Code Section 409A.409A, unless otherwise specified.

Code Section 409A. Payments made pursuant to this This Agreement are intended to shall at all times be exempt from or to otherwise comply interpreted and operated in compliance with the provisions of Code Section 409A to of the extent applicableCode. The Program parties intend that the payments and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments benefits under this Agreement are subject to will qualify for any available exceptions from coverage under Code Section 409A and this Agreement fails to comply with that section’s requirements, shall be interpreted accordingly. Without limiting the Company may, at generality of the Company’s sole discretion, foregoing and without the Employee’s consent, amend notwithstanding any other provision of this Agreement to cause it the contrary, (i) with respect to comply with any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the Termination Date or otherwise be exempt from Code Section 409A. To the extent required other termination of Executive’s employment are intended to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a mean Executive’s “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during within the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes meaning of Code Section 409A409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be treated as a separate payment and the right to the extent applicable: (i) all a series of installment payments provided hereunder under this Agreement, including, without limitation, under Section 8(a), shall be treated as a right to a series of separate payments payments, (iii) each such payment that is made within two and one-half (2-1/2) months following the end of the calendar year that contains the date of the Executive’s Termination Date is intended to be exempt from Code Section 409A as a short-term deferral within the meaning of the final regulations under Code Section 409A, (iv) each separately identified amount such payment that is made later than two and one-half (2-1/2) months following the end of the calendar year that contains the date of the Executive’s Termination Date is intended to which be exempt under the Employee two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that is entitled made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six month period immediately following Executive’s separation from service shall not be treated as paid to Executive during such period, but shall instead be accumulated and paid to Executive (or, in the event of Executive’s death, to Executive’s estate) in a separate paymentlump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service or Executive’s death. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement are subject to Code Section 409A, (i) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the term “as soon as administratively possible” means a period reimbursement of time that is within 60 days after an eligible expense must be made no later than the Termination due to death or Disability (as applicable)last day of calendar year following the calendar year in which the expense was incurred; and (iii) the date right to reimbursements or in-kind benefits cannot be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, no provision of the Employee’s Disability this Agreement shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended interpreted or construed to be exempt from or transfer any liability for failure to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (from Executive or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and to the Company and or any of its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Affiliates.

Code Section 409A. Payments made pursuant to (a) If this Agreement are intended is subject to Section 409A of the Internal Revenue Code of 1986, as amended, it is the intent of the parties that this Agreement and all payments made hereunder shall be in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance thereunder. (b) Notwithstanding any other provision with respect to the timing of payments under Section 4(a), if, at the time of Executive’s termination, Executive is deemed to be exempt from a “specified employee” (meaning a key employee as defined in Section 416(i) of the Internal Revenue Code of 1986, as amended, without regard to paragraph 5 thereof) of the Company (or to otherwise comply with the provisions of Code Section 409A a Company affiliate), then to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject necessary to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, any payments to which Executive may become entitled under Section 4(a) which are subject to Code Section 409A (and not otherwise exempt from its application) will be withheld until the first business day of the seventh month following the termination of the Executive’s employment, at which time the withheld payments shall be paid to Executive in a lump sum. (c) The Company and Executive agree that they will negotiate in good faith and jointly execute an amendment to modify this Agreement to the extent necessary to comply with the requirements of Code Section 409A, or any successor statute, regulation and guidance thereto. Executive hereby acknowledges and agrees that the Company does not represent makes no representations or warrant warranties regarding the tax treatment or tax consequences of any compensation, benefits or other payments under the Agreement, including, without limitation, by operation of Code Section 409A, or any successor statute, regulation and guidance thereto. (d) For purposes of Code Section 409A, the 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”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.otherwise.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from from, or to otherwise comply with with, Section 409A of the Code and the Treasury regulations and guidance issued thereunder (collectively, “Code Section 409A”). Accordingly, other provisions of the Plan or this Agreement notwithstanding, the provisions of this Section 25 will apply in order that the Awarded Units, and related dividend equivalents and any other related rights, will be exempt from or otherwise comply with Code Section 409A. In addition, the Company and the Committee reserve the right, to the extent the Company or the Committee deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all Awarded Units, and related dividend equivalents and any other related rights, are exempt from or otherwise comply, and in operation comply, with Code Section 409A (including, without limitation, the avoidance of penalties thereunder). Other provisions of the Plan and this Agreement notwithstanding, the Company makes no representations that the Awarded Units, and related dividend equivalents and any other related rights, will be exempt from or avoid any penalties that may apply under Code Section 409A, makes no undertaking to preclude Code Section 409A from applying to the Awarded Units and related dividend equivalents and any other related rights, and will not indemnify or provide a gross up payment to a Participant (or his beneficiary) for any taxes, interest or penalties imposed under Code Section 409A. The settlement of Awarded Units that constitute nonqualified deferred compensation within the meaning of Code Section 409A (“409A Awarded Units”) may not be accelerated by the Company except to the extent applicablepermitted under Code Section 409A. The Company may, however, accelerate the vesting of 409A Awarded Units, without changing the settlement terms of such 409A Awarded Units. The Program and In the case of any settlement of 409A Awarded Units during a specified period following any date triggering a right to settlement, the Participant shall have no influence on any determination as to the tax year in which the settlement will be made. Notwithstanding any other provision in this Agreement shall be administered and interpreted in Agreement, if the Participant is a manner consistent with this intent. If “specified employee” for purposes of Code Section 409A as of the Company determines that date of the Participant’s Termination of Service, then to the extent any payments amount payable under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements(i) constitutes the payment of nonqualified deferred compensation, within the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes meaning of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) is payable upon the term “as soon as administratively possible” means Participant’s Termination of Service for a period of time that is within 60 days after the Termination due to death or Disability (as applicable); reason other than death, and (iii) under the date terms of this Agreement would be payable prior to the six-month anniversary of the EmployeeParticipant’s Disability Termination of Service, such payment shall be determined by the Company in its sole discretion. Although this Agreement delayed and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable paid to the Employee Participant on the day that is six months and one day following the Participant’s Termination of Service or, if earlier, within ninety (or any other individual claiming a benefit through 90) days following the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Participant’s death.

Code Section 409A. Payments made pursuant to this (a) This Agreement are is intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from of the Code (“Section 409A. To 409A”) and the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A final regulations and applicable interpretative guidance issued thereunder, including the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “exceptions for short-term deferrals, separation from service” as defined in Treasury Regulation §1.409A-1(h)pay arrangements, reimbursements, and amounts that would otherwise in-kind distributions, and shall be payable pursuant to administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement during needs to be revised to satisfy the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes requirements of Code Section 409A, then such provision shall be modified or restricted to the extent applicable: (i) all payments provided hereunder shall and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as a right to one of a series of separate payments for purposes of Section 409A and each separately identified amount Treas. Reg. §1.409A-2(b)(2)(iii) (or any similar or successor provisions). Any reimbursement or similar payment required to which be paid to Executive hereunder (including, without limitation, reimbursement of medical expenses beyond the Employee is entitled under this Agreement 18-month period following Executive’s Separation from Service, as defined below) shall be treated paid by the Company no later than the latest date on which such payment may be made under Section 409A and applicable regulations without causing such payment to be deemed deferred compensation subject to Section 409A. (b) Notwithstanding any provision to the contrary, to the extent that Executive is considered a “specified employee” (as defined in Section 409A and Treas. Reg. §1.409A-1(c)(i) or any similar or successor provision) and would be entitled to a separate payment; payment during the six month period beginning on Executive’s date of Separation from Service (iias defined below) the term “as soon as administratively possible” means a period of time that is within 60 days after not otherwise excluded under Section 409A under the Termination due exception for short-term deferrals, separation pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exemption, the payment will not be made to Executive until the earlier of the six month anniversary of Executive’s date of Separation from Service or Executive’s death or Disability (as applicable); and (iii) will be accumulated and paid on the first day of the seventh month following the date of the Employee’s Disability shall be determined by the Company in its sole discretiontermination. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements For purposes of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and any reference to a termination of employment where such event gives rise to the Company and its Subsidiaries payment of deferred compensation shall have no obligation be deemed a reference to indemnify or otherwise protect the Employee a Separation from the obligation to pay any taxes pursuant to Code Section 409A.Service (as defined below).

Code Section 409A. Payments made This Agreement is intended to be exempt from, or comply with, the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from or to otherwise comply with the provisions of Code Section 409A of the Code to the maximum extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If possible, under either the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pay exemption pursuant to this Agreement during the sixTreasury regulation §1.409A-1(b)(9)(iii) or as short-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlierterm deferrals pursuant to Treasury regulation §1.409A-1(b)(4). For purposes of Code Section 409A409A of the Code, Executive’s right to the extent applicable: receive any installment payments under this Agreement (iwhether severance payments, reimbursements or otherwise) all payments provided hereunder shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. To the extent required to avoid the imposition of additional taxes and penalties under Section 409A of the Code, any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code; provided, however, that a “separation from service” means a separation from service with the Company and all other persons or entities with whom the Company would be considered a single employer under Section 414(b) or 414(c) of the Code, applying the 80% threshold used in such Code sections and the Treasury Regulations thereunder, all within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A of the Code, then (i) each separately identified amount such payment which is conditioned upon Executive’s execution of a release and which is to which be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the Employee later of the two taxable years and (ii) if Executive is entitled a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that constitutes deferred compensation under Section 409A of the Code and is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (A) the first day of the seventh month following Executive’s separation from service or (B) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be treated as a separate payment; (ii) conditioned on the term “as soon as administratively possible” means a period submission by Executive of time that is all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 60 30 days after following receipt of such expense reports, but in no event later than the Termination due to death or Disability (as applicable); and (iii) the date last day of the Employee’s Disability calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be determined by the Company in its sole discretionprovided, during any other calendar year. Although The right to any reimbursement or in-kind benefit pursuant to this Agreement and shall not be subject to liquidation or exchange for any other benefit. In no event will Employer be liable for any additional tax, interest or penalties that may be imposed on Executive under Section 409A of the payments provided hereunder are intended Code or for any damages for failing to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Code

Code Section 409A. Payments made pursuant to To the extent applicable, it is intended that this Agreement are intended to be exempt from or to otherwise and any payment made hereunder shall comply with the provisions requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A to the extent applicable409A”). The Program and For purposes of this Agreement shall Agreement, a termination of employment will be administered and interpreted in a manner determined consistent with this intent. If the Company determines that any payments under this Agreement are subject rules relating to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to Code Section 409A. To the extent any provision of this Agreement during is ambiguous as to its compliance with Code Section 409A, the sixprovision will be read in such a manner so that all payments hereunder comply with Code Section 409A. To the extent any payment under this Agreement may be classified as a “short-month period immediately following term deferral” within the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes meaning of Code Section 409A, to the extent applicable: (i) all payments provided hereunder such payment shall be treated as deemed a right short-term deferral, even if it may also qualify for an exemption from Code Section 409A under another provision of Section 409A. Payments pursuant to a series of separate payments Sections 5 and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder 10 hereof are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Any reimbursement of expenses shall be exempt from paid no later that the last day of the calendar year following the year in which the expense was incurred and is not in exchange for another benefit. Any provision that would cause the Agreement or any payment hereof to otherwise fail to satisfy Code Section 409A shall have no force or effect until amended to comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall which amendment may be liable retroactive to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to extent permitted by Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (iii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death Termination, Disability or Disability Change in Control (as applicable); and (iiiiv) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the EmployeeDirector’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee Director shall not be deemed to have had a Termination unless the Employee Director has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the EmployeeDirector’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the EmployeeDirector’s Termination (or upon the EmployeeDirector’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) , all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee Director is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee Director (or any other individual claiming a benefit through the EmployeeDirector) for any tax, interest, or penalties the Employee Director may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee Director from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirementretirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments All payments that may be made and benefits that may be provided pursuant to this Agreement are intended to be exempt qualify for an exclusion from or to otherwise comply with the provisions of Code Section 409A of the Code and any related regulations or other pronouncements thereunder and, to the extent applicablenot excluded, to meet the requirements of Section 409A of the Code. The Program and Any payments made under Section 10 of this Agreement which are paid on or before the last day of the applicable period for the short-term deferral exclusion under Treasury Regulation § 1.409A-1(b)(4) are intended to be excluded under such short-term deferral exclusion. Any remaining payments under Section 10 are intended to qualify for the exclusion for separation pay plans under Treasury Regulation § 1.409A-1(b)(9). Each payment made under Section 10 shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred treated as a “separation from serviceseparate payment,” as defined in Treasury Regulation §1.409A-1(h§ 1.409A-2(b)(2), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For for purposes of Code Section 409A409A. Further, notwithstanding anything to the extent applicable: (i) contrary, all severance payments provided hereunder payable under the provisions of Section 10 shall be treated as a right paid to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) no later than the term “as soon as administratively possible” means a period last day of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) second calendar year following the calendar year in which occurs the date of the Employee’s Disability shall be determined by termination of employment. None of the Company in its sole discretion. Although payments under this Agreement and the payments provided hereunder are intended to be exempt from or result in the inclusion in the Employee’s federal gross income on account of a failure under Section 409A(a)(1) of the Code. The parties intend to otherwise comply with the requirements of Code Section 409Aadminister and interpret this Agreement to carry out such intentions. However, the Company Employer does not represent represent, warrant or warrant guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in the Employee’s gross income, or any penalty, pursuant to Section 409A(a)(1) of the payments provided hereunder will comply with Code Section 409A or any similar state statute or regulation. Notwithstanding any other provision of federalthis Agreement, state, local, or non-United States law. None to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the CompanyCode, its Subsidiaries, or their respective directors, officers, employees or advisers the payment shall be liable paid (or provided) as follows: if the Employee is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s termination (the “Separation Date”), and if an exemption from the six month delay requirement of Code Section 409A(a)(2)(B)(i) is not available, then no such payment that is payable on account of the Employee’s termination shall be made or commence during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of the Employee’s death. The amount of any payment that would otherwise be paid to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties during this period shall instead be paid to the Employee may owe as a result on the first day of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect first calendar month following the Employee from end of the obligation to pay any taxes pursuant to Code Section 409A.period.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirementretirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination due to death or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to The intent of the parties is that payments and benefits under this Agreement are intended to be exempt from or to otherwise comply with the provisions Section 409A of Code Section 409A to the extent applicable. The Program and subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered and interpreted to be in a manner consistent with this intentcompliance therewith. If Notwithstanding anything contained herein to the Company determines that any payments under this Agreement are subject contrary, to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderof the Code, the Employee Participant shall not be deemed considered to have had separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a Termination unless separation from service until the Employee has Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Treasury Regulation §1.409A-1(h)Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and amounts that such payment would otherwise be payable pursuant to result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement during or any other agreement of the six-month period immediately following the Employee’s Termination (including Retirement) Company, shall instead be paid made on the first business day after the date that is six (6) months following the Employee’s Termination such separation from service (or upon the Employee’s death, if earlier). For purposes The Company makes no representation that any or all of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under described in this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to will be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be liable to solely responsible for the Employee (or payment of any other individual claiming taxes and penalties incurred under Section 409A. For purposes of making a benefit through the Employee) for payment under this Agreement, if any tax, interest, or penalties the Employee may owe amount is payable as a result of compensation paid a Substantial Corporate Change, then to the extent required to avoid accelerated taxation and/or tax penalties under this AgreementSection 409A of the Code, and such event must also constitute a “change in ownership or effective control” of the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect a “change in the Employee from ownership of a substantial portion of the obligation to pay any taxes pursuant to Code assets” of the Company within the meaning of Section 409A.

Code Section 409A. Payments It is the intent of this Agreement to either meet an exception from or to comply with the requirements of Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the "Code"), and any ambiguities herein will be so interpreted and this Agreement will be so administered. References to a termination of employment in Section 6 and/or 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive's termination of employment, any nonqualified deferred compensation subject to Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive's "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive's separation from service or, if earlier, the date of Executive's death. Any such "nonqualified deferred compensation" shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a violation of Section 409A. Any payment by the Company of such amount shall include a "gross-up" payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the "gross-up" payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of Section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than the end of Executive's taxable year next following the taxable year in which the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this Agreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments made pursuant to this Agreement are intended will not result in additional taxation of the Executive pursuant to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. 409A. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines Executive agrees that any payments he will not withhold his consent under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, 20 if the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company proposed amendment does not represent or warrant that this Agreement or materially adversely affect the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid Executive's rights under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments made pursuant to this This Agreement are intended to shall at all times be exempt from or to otherwise comply interpreted and operated in compliance with the provisions of Code Section 409A to of the extent applicableCode. The Program parties intend that the payments and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments benefits under this Agreement are subject to will qualify for any available exceptions from coverage under Code Section 409A and this Agreement fails to comply with that section’s requirements, shall be interpreted accordingly. Without limiting the Company may, at generality of the Company’s sole discretion, foregoing and without the Employee’s consent, amend notwithstanding any other provision of this Agreement to cause it the contrary, (i) with respect to comply with any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the Termination Date or otherwise be exempt from Code Section 409A. To the extent required other termination of Executive’s employment are intended to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a mean Executive’s “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during within the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes meaning of Code Section 409A409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be treated as a separate payment and the right to the extent applicable: (i) all a series of installment payments provided hereunder under this Agreement, including, without limitation, under Section 9(a), shall be treated as a right to a series of separate payments payments, (iii) each such payment that is made within 2-1/2 months following the end of the calendar year that contains the date of the Executive’s Termination Date is intended to be exempt from Code Section 409A as a short-term deferral within the meaning of the final regulations under Code Section 409A, (iv) each such payment that is made later than 2-1/2 months following the end of the calendar year that contains the date of the Executive’s Termination Date is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each separately identified amount payment that is made after the two-times pay exception ceases to which be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Executive is a “specified employee” within the Employee is entitled meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s separation from service shall not be treated as paid to Executive during such period, but shall instead be accumulated and paid to Executive (or, in the event of Executive’s death, to Executive’s estate) in a separate paymentlump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service or Executive’s death. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement are subject to Code Section 409A, (i) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the term “as soon as administratively possible” means a period reimbursement of time that is within 60 days after an eligible expense must be made no later than the Termination due to death or Disability (as applicable)last day of calendar year following the calendar year in which the expense was incurred; and (iii) the date right to reimbursements or in-kind benefits cannot be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, no provision of the Employee’s Disability this Agreement shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended interpreted or construed to be exempt from or transfer any liability for failure to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (from Executive or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and to the Company and or any of its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Affiliates

Code Section 409A. Payments made This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as short-term deferrals pursuant to Treas. Reg. §1.409A-1(b)(4) or that qualify for the two-times compensation exemption of Treas. Reg. §1.409A-1(b)(9)(iii). With respect to any amounts that are subject to Section 409A, it is intended, and this Agreement are intended to will be exempt from so construed, that such amounts and the Company’s and the Executive’s exercise of authority or to otherwise discretion hereunder shall comply with the provisions of Code Section 409A so as not to subject the Executive to the extent applicable. The Program payment of interest and additional tax that may be imposed under Section 409A. For purposes of any payment in this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are is subject to Code Section 409A and this Agreement fails to comply with that sectiontriggered by the Executive’s requirements“termination of employment”, (i) “termination of employment” shall have the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a same meaning as “separation from service” as defined in Treasury Regulation §1.409A-1(h)under Section 409A(a)(2)(A)(i) of the Code, and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) in the term event the Executive is a “as soon as administratively possiblespecified employee” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) on the date of the EmployeeExecutive’s Disability shall be termination of employment (with such status determined by the Company in its sole discretion. Although this Agreement and accordance with rules established by the payments provided hereunder are intended Company in writing in advance of the “specified employee identification date” that relates to be exempt from the date of the Executive’s termination of employment or, if later, by December 31, 2008, or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that is subject to otherwise comply with the requirements of Code Section 409A, such payment shall not be paid earlier than six months after such termination of employment (if the Executive dies after the date of the Executive’s termination of employment but before any payment has been made, such remaining payments that were or could have been delayed will be paid to the Executive’s estate without regard to such six-month delay). The Executive acknowledges and agrees that the Company does not represent or warrant that this Agreement or has made no representation to the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None Executive as to the tax treatment of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable compensation and benefits provided pursuant to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments All payments that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section 409A of the Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be exempt from or deemed “nonqualified deferred compensation” subject to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement shall may only be administered and interpreted in a manner consistent with this intent. If made upon the Executive’s “separation from service” from the Company determines that any (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are subject intended to Code result in the inclusion in Executive's federal gross income on account of a failure under Section 409A 409A(a)(1). The parties intend to administer and interpret this Agreement fails to comply with that section’s requirementscarry out such intentions. However, the Company maydoes not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the Company’s sole discretion, and without the Employee’s consent, amend time or times indicated in this Agreement to cause it to comply with Code would be a prohibited distribution under Section 409A or otherwise be exempt from Code Section 409A. To 409A(a)(2)(B)(i) of the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderCode. If the payment of any such amounts is delayed as a result of the previous sentence, then the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts amount of any payment that would otherwise be payable paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments. (b) To the extent that any payments and each separately identified amount or reimbursements provided to which the Employee is entitled Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death paid or Disability (as applicable); and (iii) the date reimbursed reasonably promptly, but not later than December 31 of the Employee’s Disability year following the year in which the expense was incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall be determined by not affect the Company expenses or benefits eligible for reimbursement, payment or provision in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.calendar year.

Code Section 409A. Payments made pursuant to this This Agreement are intended to shall at all times be exempt from or to otherwise comply interpreted and operated in compliance with the provisions of Code Section 409A to of the extent applicableCode. The Program Parties intend that the payments and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments benefits under this Agreement are subject to will qualify for any available exceptions from coverage under Code Section 409A and this Agreement fails to comply with that section’s requirements, shall be interpreted accordingly. Without limiting the Company may, at generality of the Company’s sole discretion, foregoing and without the Employee’s consent, amend notwithstanding any other provision of this Agreement to cause it the contrary, (i) with respect to comply with any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the Termination Date or otherwise be exempt from Code Section 409A. To the extent required other termination of Employee’s employment are intended to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a mean Employee’s “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during within the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes meaning of Code Section 409A409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be treated as a separate payment and the right to the extent applicable: (i) all a series of installment payments provided hereunder under this Agreement, including, without limitation, under Section 4, shall be treated as a right to a series of separate payments payments, (iii) each such payment that is made within 2-1/2 months following the end of the calendar year that contains the date of the Employee’s Termination Date is intended to be exempt from Code Section 409A as a short-term deferral within the meaning of the final regulations under Code Section 409A, (iv) each such payment that is made later than 2-1/2 months following the end of the calendar year that contains the date of the Employee’s Termination Date is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each separately identified amount payment that is made after the two-times pay exception ceases to which the be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Employee is entitled a “specified employee” within the meaning of Code Section 409A at the time of Employee’s separation from service, then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Employee’s separation from service shall not be treated as paid to Employee during such period, but shall instead be accumulated and paid to Employee (or, in the event of Employee’s death, to Employee’s estate) in a separate paymentlump sum on the first business day after the earlier of the date that is six months following Employee’s separation from service or Employee’s death. To the extent any reimbursements or in-kind benefits due to Employee under this Agreement are subject to Code Section 409A, (i) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the term “as soon as administratively possible” means a period reimbursement of time that is within 60 days after an eligible expense must be made no later than the Termination due to death or Disability (as applicable)last day of calendar year following the calendar year in which the expense was incurred; and (iii) the date right to reimbursements or in-kind benefits cannot be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, no provision of the Employee’s Disability this Agreement shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended interpreted or construed to be exempt from or transfer any liability for failure to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the from Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and to the Company and or any of its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.affiliates.

Code Section 409A. Payments made The Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that sectionmean Executive’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(hwithin the meaning of Code Section 409A(a)(2)(A)(i), and amounts that would otherwise be payable pursuant to (ii) each payment made under this Agreement during shall be treated as a separate payment and the six-month period immediately following the Employee’s Termination right to a series of installment payments under this Agreement, including, without limitation, under Sections 4(c) and (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s deathd), if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments payments. In addition, if Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six- month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and each separately identified amount paid to which Executive in a lump sum on the Employee first business day after the earlier of the date that is entitled under six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due interpreted or construed to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended transfer any liability for failure to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (from Executive or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and to the Company and or any of its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Affiliates.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or otherwise to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); and (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability Change in Control (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this This Agreement are is intended to be exempt from or to otherwise comply in all respects with the provisions of Code Section 409A to of the extent applicable. The Program Code, and the Parties intend that the benefits and payments provided under this Agreement shall in all respects be administered exempt from, or comply with, the requirements of Section 409A of the Code. Accordingly, the Parties shall interpret and interpreted administer this Agreement in a manner consistent with this intentSection 409A of the Code and regulations and other guidance promulgated by the U.S. Internal Revenue Service (“IRS”) thereunder. If Any payments to the Company determines that any payments Executive under this Agreement are subject to which Section 409A(a)(2)(B)(i) of the Code indicates may not be made before the date which is six months after the date of the Executive’s Separation from Service (the “Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee Six-Month Waiting Period”) shall not be deemed made during the Section 409A Six-Month Waiting Period but rather shall be delayed and shall be paid upon the expiration of the Section 409A Six-Month Waiting Period. In particular, with respect to have had a Termination unless the Employee has incurred a “separation from service” as defined Severance Benefit provided for under this Agreement, in Treasury Regulation §1.409A-1(h)the event that the Section 409A Six-Month Waiting Period applies at the time that Severance Benefit payments are to be made, and amounts such payments that would otherwise be payable pursuant to this Agreement made during the sixSection 409A Six-month period immediately following the Employee’s Termination (including Retirement) Month Waiting Period shall instead be paid in lump sum upon the expiration of the Section 409A Six-Month Waiting Period, together with simple interest on the first business day after amount of each deferred payment at the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes U.S. short term applicable federal rate as of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by Separation from Service. Notwithstanding the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409Aforegoing, the Company does not represent shall in no event be obligated to indemnify the Executive for any taxes or warrant interest that this Agreement or may be assessed by the payments provided hereunder will comply with Code IRS pursuant to Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Code.

Code Section 409A. Payments made pursuant to this This Agreement are intended to shall at all times be exempt from or to otherwise comply interpreted and operated in compliance with the provisions of Code Section 409A to of the extent applicableCode. The Program parties intend that the payments and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments benefits under this Agreement are subject to will qualify for any available exceptions from coverage under Code Section 409A and this Agreement fails to comply with that section’s requirements, shall be interpreted accordingly. Without limiting the Company may, at generality of the Company’s sole discretion, foregoing and without the Employee’s consent, amend notwithstanding any other provision of this Agreement to cause it the contrary, (i) with respect to comply with any payments and benefits under this Agreement to which Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required applies, all references in this Agreement to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed termination of Executive’s employment are intended to have had a Termination unless the Employee has incurred a mean Executive’s “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during within the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes meaning of Code Section 409A409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be treated as a separate payment and the right to the extent applicable: (i) all a series of installment payments provided hereunder under this Agreement shall be treated as a right to a series of separate payments payments, (iii) each such payment that is made within two and one-half (2-1/2) months following the end of the calendar year that contains the date of Executive’s termination is intended to be exempt from Code Section 409A as a short-term deferral within the meaning of the final regulations under Code Section 409A, (iv) each separately identified amount such payment that is made later than two and one-half (2-1/2) months following the end of the calendar year that contains the date of Executive’s termination is intended to which be exempt under the Employee two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that is entitled made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s separation from service shall not be treated as paid to Executive during such period, but shall instead be accumulated and paid to Executive (or, in the event of Executive’s death, to Executive’s estate) in a separate paymentlump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service or Executive’s death. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement are subject to Code Section 409A, (i) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the term “as soon as administratively possible” means a period reimbursement of time that is within 60 days after an eligible expense must be made no later than the Termination due to death or Disability (as applicable)last day of calendar year following the calendar year in which the expense was incurred; and (iii) the date of the Employee’s Disability shall right to reimbursements or in-kind benefits cannot be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from liquidated or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or exchanged for any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.benefit.

Code Section 409A. Payments made pursuant to It is the intent of this Agreement are intended to be exempt either meet an exception from or to otherwise comply with the provisions requirements of Code Section 409A to ("Section 409A") of the extent applicable. The Program Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the "Code"), and any ambiguities herein will be so interpreted and this Agreement will be so administered. References to a termination of employment in Section 6 and/or 7 of this Agreement shall be administered and interpreted in mean the date of a manner consistent with this intent"separation from service" within the meaning of Section 409A(a)(2)(A)(i). If the Company determines Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) at the time of the Executive's termination of employment, any nonqualified deferred compensation subject to Section 409A that any payments would otherwise have been payable under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretionas a result of, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on within the first business day after the date that is six (6) months following, the Executive's "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the Employee’s Termination (or upon date of the Employee’s deathExecutive's separation from service or, if earlier), the date of Executive's death. For purposes of Code Section 409AAny such "nonqualified deferred compensation" shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent applicable: (i) all payments provided hereunder shall be treated as necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a right to a series violation of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined Section 409A. Any payment by the Company of such amount shall include a "gross-up" payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the "gross-up" payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of Section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than the end of Executive's taxable year next following the taxable year in its sole discretionwhich the Executive submits the respective taxes to the taxing authority. Although The Executive agrees that the Company may amend this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply Agreement, with the requirements consent of Code Section 409Athe Executive, as the Company determines is necessary or advisable so that payments made pursuant to this agreement will not result in additional taxation of the Executive pursuant to the provisions of Section 409A. The Executive agrees that she will not withhold her consent under this Section 20 if the proposed amendment does not represent or warrant that this Agreement or materially adversely affect the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid Executive's rights under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments made pursuant to this The intent of the parties is that payments (including settlements) and benefits under the Agreement are intended to be exempt from or to otherwise comply with the provisions Section 409A of Code Section 409A to the extent applicable. The Program and this subject thereto, and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted and be administered and interpreted to be in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To or compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderof the Code, the Employee Grantee shall not be deemed considered to have had separated from service with the Company for purposes of the Agreement and no payment shall be due to the Grantee under the Agreement on account of a Termination unless separation from service until the Employee has Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in the Agreement that are due within the “short-term deferral period” as defined in Treasury Regulation §1.409A-1(h)Section 409A of the Code 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 amounts that such payment would otherwise result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under the Agreement or any other agreement of the Company, shall be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid made on the first business day after the date that is six (6) months following the Employee’s Termination such separation from service (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) The Company makes no representation that any or all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by payments described in the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to will be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be liable to solely responsible for the Employee (or payment of any other individual claiming taxes and penalties incurred under Section 409A. For purposes of making a benefit through payment under the Employee) for Agreement, if any tax, interest, or penalties the Employee may owe amount is payable as a result of compensation paid a Change of Control, then to the extent required to avoid accelerated taxation and/or tax penalties under this AgreementSection 409A of the Code, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.such event must also constitute a 409A CIC.

Code Section 409A. Payments made pursuant to (a) The intent of the parties is that payments and benefits under this Agreement are intended to comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and operated to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to otherwise comply with Code Section 409A. If Executive notifies the Company that Executive has received advice of tax counsel with expertise in Code Section 409A that any provision of this Agreement would cause Executive to incur any additional tax or interest under Code Section 409A (with specificity as to the reason therefor) or the Company independently makes such determination, the Company and Executive shall take commercially reasonable efforts to reform such provision to try to comply with or be exempt from Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A, provided that any such modifications shall not materially increase the cost or liability to the Company. To the extent that any provision hereof is modified in order to comply with or be exempt from Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. (b) Executive shall have no right to designate the date of any payment hereunder. (c) Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment shall be made on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (the “Delay Period”) to the extent applicable. The Program required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be administered and interpreted paid or provided in a manner consistent accordance with this intent. If the Company determines that any payments normal payment dates specified for them herein. (d) For purposes of compliance with Code Section 409A, (i) all expenses or other reimbursements under this Agreement are 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, (ii) any right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (e) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A and this Agreement fails be subject to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with offset by any other amount unless otherwise permitted by Code Section 409A or otherwise be exempt from Code Section 409A. 409A. (f) To the extent required necessary to avoid accelerated taxation and/or tax penalties the imposition of additional tax, interest or penalty under Code Section 409A 409A, “termination,” “termination of employment,” “termination of Executive’s employment” and applicable guidance issued thereundersimilar terms, where used in this Agreement, shall mean the Employee shall not be deemed to have had a Termination unless the Employee has incurred occurrence of a “separation from service” as such term is defined in Treasury Regulation §Treas. Reg. § 1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination . (including Retirementg) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For Each payment of “deferred compensation” for purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under 409A contemplated by this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means , and a period of time that is within 60 days after the Termination due to death or Disability (as applicable); separately identified and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements determinable payment, for purposes of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments It is the intent of this Agreement to either meet an exception from or to comply with the requirements of Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the "Code"), and any ambiguities herein will be so interpreted and this Agreement will be so administered. References to a termination of employment in Section 6 and/or 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Section 409A(a)(2)(A)(i). If the Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) at the time of the Executive's termination of employment, any nonqualified deferred compensation subject to Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive's "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive's separation from service or, if earlier, the date of Executive's death. Any such "nonqualified deferred compensation" shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a violation of Section 409A. Any payment by the Company of such amount shall include a "gross-up" payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the "gross-up" payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of Section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and no later than the end of Executive's taxable year next following the taxable year in which the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this Agreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments made pursuant to this Agreement are intended will not result in additional taxation of the Executive pursuant to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. 409A. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines Executive agrees that any payments he will not withhold his consent under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, 20 if the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company proposed amendment does not represent or warrant that this Agreement or materially adversely affect the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid Executive's rights under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments made pursuant to To the extent applicable, it is intended that the payment of the benefits, severance, incentive compensation and/or equity compensation provided under this Agreement are intended to shall comply with or be exempt from or to otherwise comply with the provisions of Code Section 409A to of the extent applicable. The Program Code, and this Agreement shall be administered construed and interpreted applied in a manner consistent with this intent. If In the Company determines that event any payments payment or benefit under this Agreement are subject is determined by the Company to be in the nature of deferred compensation, the Company and the Executive hereby agree to take such actions, not otherwise provided herein, as may be mutually agreed between the parties to ensure that such payments remain exempt from or in compliance with the applicable provisions of Section 409A of the Code and the Treasury Regulations thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Executive is a “specified employee” within the meaning of Section 409A, any payments due upon a termination of the Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A and this Agreement fails to comply with that section’s requirementswhich does not otherwise qualify under the exemptions under Treasury Regulation Section 1.409A-1 (including without limitation, the Company mayshort-term deferral exemption or the permitted payments under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)), at shall be delayed and paid or provided on the Companyearlier of (i) the date which is six months after the Executive’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” (as such term is defined in Treasury Regulation §1.409A-1(h)Section 409A and the Regulations and the other published guidance thereunder) for any reason other than death, and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the EmployeeExecutive’s Disability death. To the extent that any payment or benefit under this Agreement is modified by reason of this Section 19, it shall be determined by the Company modified in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply a manner that complies with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable and preserves to the Employee maximum possible extent the economic costs or value thereof (or any other individual claiming as applies) to the respective parties (determined on a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.pre-tax basis).

Code Section 409A. Payments made The Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that sectionmean Executive’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(hwithin the meaning of Code Section 409A(a)(2)(A)(i), and amounts that would otherwise be payable pursuant to (ii) each payment made under this Agreement during shall be treated as a separate payment and the six-month period immediately following the Employee’s Termination right to a series of installment payments under this Agreement, including, without limitation, under Sections 4(c) and (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s deathd), if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments payments. In addition, if Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six- month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and each separately identified amount paid to which Executive in a lump sum on the Employee first business day after the earlier of the date that is entitled under six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due interpreted or construed to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended transfer any liability for failure to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (from Executive or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and to the Company and or any of its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Affiliates

Code Section 409A. Payments made This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as short-term deferrals pursuant to Treas. Reg. §1.409A-1(b)(4) or that qualify for the two-times compensation exemption of Treas. Reg. §1.409A-1(b)(9)(iii). With respect to any amounts that are subject to Section 409A, it is intended, and this Agreement are intended to will be exempt from so construed, that such amounts and the Company’s and the Executive’s exercise of authority or to otherwise discretion hereunder shall comply with the provisions of Code Section 409A so as not to subject the Executive to the extent applicable. The Program payment of interest and additional tax that may be imposed under Section 409A. For purposes of any payment in this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are is subject to Code Section 409A and this Agreement fails to comply with that sectiontriggered by the Executive’s requirements“termination of employment”, (i) “termination of employment” shall have the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a same meaning as “separation from service” as defined in Treasury Regulation §1.409A-1(h)under Section 409A(a)(2)(A)(i) of the Code, and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) in the term event the Executive is a “as soon as administratively possiblespecified employee” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) on the date of the EmployeeExecutive’s Disability shall be termination of employment (with such status determined by the Company in its sole discretionaccordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of the Executive’s termination of employment or, if later, by December 31, 2008, or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that is subject to Section 409A, such payment shall not be paid earlier than six months after such termination of employment (if the Executive dies after the date of the Executive’s termination of employment but before any payment has been made, such remaining payments that were or could have been delayed will be paid to the Executive’s estate without regard to such six-month delay). Although The Executive acknowledges and agrees that the Company has made no representation to the Executive as to the tax treatment of the compensation and benefits provided pursuant to this Agreement and that the payments provided hereunder are intended Executive is solely responsible for all taxes due with respect to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of such compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.benefits.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder409A, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and if the Employee is a “specified employee” under Code Section 409A at the time of the Employee’s separation from service, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the term “Program or Section 5 of this Agreement, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible” means a period possible after, and effective as of, the date of time that is within 60 days after the Change in Control or the date of the Employee’s Termination due to death or Disability (as applicable); and (iiic) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. ; and (d) notwithstanding any provision of the Program or this Agreement to the contrary, it will not be a violation of the Program or this Agreement, and the Employee will have no right to damages, if the Units are settled during any period permitted by Code Section 409A. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (iii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death Termination, Disability or Disability Change in Control (as applicable); and (iiiiv) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, ​ and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made The Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that sectionmean Executive’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(hwithin the meaning of Code Section 409A(a)(2)(A)(i), and amounts that would otherwise be payable pursuant to (ii) each payment made under this Agreement during shall be treated as a separate payment and the six-month period immediately following the Employee’s Termination right to a series of installment payments under this Agreement, including, without limitation, under Sections 4(c) and (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s deathd), if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments payments. In addition, if Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and each separately identified amount paid to which Executive in a lump sum on the Employee first business day after the earlier of the date that is entitled under six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due interpreted or construed to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended transfer any liability for failure to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (from Executive or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and to the Company and or any of its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Affiliates. ​

Code Section 409A. Payments made pursuant to this The intent of the parties is that payments and benefits under the Agreement are intended to be exempt from or to otherwise comply with the provisions Section 409A of Code Section 409A to the extent applicable. The Program and this subject thereto, and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted and be administered and interpreted to be in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To or compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderof the Code, the Employee Grantee shall not be deemed considered to have had separated from service with the Company for purposes of the Agreement and no payment shall be due to the Grantee under the Agreement on account of a Termination unless separation from service until the Employee has Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in the Agreement that are due within the “short-term deferral period” as defined in Treasury Regulation §1.409A-1(h)Section 409A of the Code 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 amounts that such payment would otherwise result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under the Agreement or any other agreement of the Company, shall be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid made on the first business day after the date that is six (6) months following the Employee’s Termination such separation from service (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) The Company makes no representation that any or all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by payments described in the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to will be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be liable to solely responsible for the Employee (or payment of any other individual claiming taxes and penalties incurred under Section 409A. For purposes of making a benefit through payment under the Employee) for Agreement, if any tax, interest, or penalties the Employee may owe amount is payable as a result of compensation paid a Change of Control, then to the extent required to avoid accelerated taxation and/or tax penalties under this AgreementSection 409A of the Code, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.such event must also constitute a 409A CIC.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or otherwise to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirementretirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) the term “as soon as administratively possible” means a period of time that is within 60 days after in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination due to death or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iiic) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to The Parties intend that this Agreement are intended and the benefits provided hereunder be interpreted and construed to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicableapplicable thereto. The Program and Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be administered interpreted and interpreted in a manner construed consistent with this intent. If , provided that the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed required to have had a Termination unless assume any increased economic burden in connection therewith. Although the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant Company intends to administer this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date so that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to it will be exempt from from, or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will be exempt from or the payments provided hereunder will otherwise comply with Code Section 409A 409A, or any other provision provisions of federal, state, local, or non-United States lawlaws. None of Neither the Company, its Subsidiariesaffiliates, or nor their respective directors, officers, employees or advisers advisors shall be liable to the Employee ▇▇▇▇▇▇▇ (or any other individual claiming a benefit through the Employee▇▇▇▇▇▇▇) for any tax, interest, or penalties the Employee that Quarles may owe as a result of compensation or benefits paid under this Agreement, and the Company Company, its affiliates and its Subsidiaries their respective directors, officers, employees or advisors shall have no obligation to indemnify indemnify, reimburse, or otherwise protect the Employee Quarles from the obligation to pay any taxes pursuant to Code Section 409A.409A or otherwise. Notwithstanding any provision of this Agreement to the contrary, in the event that any payment to ▇▇▇▇▇▇▇ or any benefit hereunder is made upon, or as a result of ▇▇▇▇▇▇▇’ termination of employment, and ▇▇▇▇▇▇▇ is a “specified employee” (as that term is defined under Code Section 409A) at the time ▇▇▇▇▇▇▇ becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Code Section 409A, then no such payment or benefit shall be paid or commenced to be paid to ▇▇▇▇▇▇▇ under this Agreement until the date that is the earlier to occur of: (i) ▇▇▇▇▇▇▇’ death, or (ii) six (6) months and one (1) day following his termination of employment (the “Delay Period”). Any payments which ▇▇▇▇▇▇▇ would otherwise have received during the Delay Period shall be payable to ▇▇▇▇▇▇▇ in a lump sum on the date that is six (6) months and one (1) day following the effective date of the termination. For purposes of this Agreement, the terms “terminate,” “termination,” “termination of employment,” and variations thereof as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” as such term is defined under Code Section 409A. Any reimbursements by the Company to ▇▇▇▇▇▇▇ of any eligible expenses under this Agreement, other than reimbursements that would otherwise be exempt from income or the application of Code Section 409A, (“Reimbursements”) will be made promptly and, in any event, on or before the last day of ▇▇▇▇▇▇▇’ taxable year following his taxable year in which the expense was incurred. The amount of any Reimbursements, and the value of any in-kind benefits to be provided to ▇▇▇▇▇▇▇ under this Agreement, other than in-kind benefits that would otherwise be exempt from income or the application of Code Section 409A, during any of Quarles’ taxable years will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other of his taxable years, except for any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b). The right to Reimbursements, or in-kind benefits, will not be subject to liquidation or exchange for another benefit.

Code Section 409A. Payments Notwithstanding anything in this Agreement to the contrary, the following provisions shall apply to all benefits and payments provided under this Agreement by Bank to Executive: (a) The payment (or commencement of a series of payments) hereunder of any non-qualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Executive has also undergone a Separation from Service, at which time such non-qualified deferred compensation (calculated as of the date of Executive’s termination of employment) shall be paid (or commence to be paid) to Executive as set forth in this Agreement as if Executive had undergone such termination of employment (under the same circumstances) on the date of Executive’s Separation from Service. (b) If Executive is a specified employee (as determined by Bank in accordance with Section 409A of the Code and Treasury Regulations § 1.409A-3(i)(2)) as of Executive’s Separation from Service with Bank, and if any payment, benefit, or entitlement provided for in this Agreement or otherwise both (i) constitutes non-qualified deferred compensation (within the meaning of Section 409A of the Code) and (ii) cannot be paid or provided in a manner otherwise expressly provided for without subjecting Executive to additional tax or interest (or both) under Section 409A of the Code, then any such payment, benefit, or entitlement that is payable during the first six months following the Separation from Service shall be paid or provided to Executive in a lump sum cash payment to be made on the earlier of (A) Executive’s death and (B) the first business day of the seventh month immediately following Executive’s Separation from Service. (c) Any payment or benefit paid or provided under this Agreement due to a Separation from Service that is exempt from Section 409A of the Code pursuant to Treasury Regulations § 1.409A-1(b)(9)(v) will be paid or provided to Executive only to the extent that expenses are not incurred or benefits are not provided beyond the last day of Executive’s second taxable year following Executive’s taxable year in which the Separation from Service occurs, provided that Bank reimburses such expenses no later than the last day of the third taxable year following Executive’s taxable year in which Executive’s Separation from Service occurs. (d) It is the intent of the Parties that the payments, benefits, and entitlements to which Executive could become entitled in connection with Executive’s employment under this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to of the extent applicable. The Program Code and the regulations and other guidance promulgated thereunder, and, accordingly, this Agreement shall will be administered and interpreted in a manner to be consistent with this such intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code the limitations on non-qualified deferred compensation under Section 409A409A of the Code, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series each payment of separate payments and each separately identified amount to which the Employee is entitled compensation under this Agreement shall be treated as a separate payment; (ii) payment of compensation for purposes of applying the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date exclusion under Section 409A of the Employee’s Disability shall be determined by Code for short-term deferral amounts, the Company in its sole discretion. separation pay exception, or any other exception or exclusion under Section 409A of the Code. (e) Although this Agreement and the payments and benefits provided for hereunder are intended to be exempt from or structured in a manner to otherwise comply with avoid the requirements imposition of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code any penalty taxes under Section 409A or any other provision of federal, state, local, or non-United States law. None of the CompanyCode, its Subsidiaries, or their respective directors, officers, employees or advisers shall in no event whatsoever will Bank be liable to the Employee (or any other individual claiming a benefit through the Employee) for any additional tax, interest, or penalties the Employee that may owe be imposed on Executive under or as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding or other obligations applicable to employers, if any, under Section 409A of the Code). (f) No deferred compensation paid payments provided for under this Agreement shall be accelerated to Executive, except as permitted by Treasury Regulations § 1.409A-3(j)(4). (g) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code be subject to offset by any other amount unless permitted by Section 409A of the Code. (h) All expenses described in this Agreement as eligible for reimbursement must be incurred by Executive during the Term of this Agreement to be eligible for reimbursement. Any in-kind benefits provided by Bank to Executive must be provided during the Term of this Agreement. The amount of reimbursable expenses incurred, and the Company and its Subsidiaries amount of any in-kind benefits provided, in one taxable year shall have not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no obligation event shall any such reimbursement be paid after the last day of the calendar year following the calendar year in which the expense was incurred. Neither rights to indemnify reimbursement nor in-kind benefits shall be subject to liquidation or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.exchange for other benefits.

Code Section 409A. Payments made pursuant to this This Agreement are is intended to be exempt from or to otherwise interpreted and applied so that the payments and benefits set forth herein shall comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, and, accordingly, to the Company does not represent or warrant that maximum extent permitted, this Agreement or shall be interpreted to the fullest extent possible to reflect and implement such intent. Notwithstanding anything in this Agreement and in the event the payments provided hereunder will comply with and benefits set forth herein are subject to Code Section 409A, (i) a Termination of Service shall not be deemed to have occurred for purposes of any provision of this Agreement unless such termination is also a “separation from service” within the meaning of Code Section 409A; and (ii) a Total and Permanent Disability shall not be deemed to have occurred for purposes of any provision of this Agreement unless such disability is also a “disability” within the meaning of Code Section 409A. Notwithstanding any provision in this Agreement to the contrary, if on his or her Termination of Service, the Participant is deemed to be a “specified employee” within the meaning of Code Section 409A, any payments or benefits due upon such Termination of Service that constitutes a “deferral of compensation” within the meaning of Code Section 409A and which do not otherwise qualify under the exemptions under Treas. Reg. § 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Reg. § 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or any other provision of federal, state, local, or non-United States law. None provided to the Participant on the earlier of the Companydate which immediately follows six (6) months after the Participant’s separation from service or, its Subsidiariesif earlier, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through date of the Employee) for any tax, interest, or penalties the Employee may owe as a result Participant’s death. [Remainder of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Page Intentionally Left Blank

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder409A, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and if the Employee is a “specified employee” under Code Section 409A at the time of the Employee’s separation from service, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the term “Program or Section 5 of this Agreement, upon the vesting of the Units pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible” means a period possible after, and effective as of, the date of time that is within 60 days after the Change in Control or the date of the Employee’s Termination due to death or Disability (as applicable); and (iiic) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.be

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or otherwise to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) the term “as soon as administratively possible” means a period of time that is within 60 days after in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination due to death or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iiic) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made The Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that sectionmean Executive’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(hwithin the meaning of Code Section 409A(a)(2)(A)(i), and amounts that would otherwise be payable pursuant to (ii) each payment made under this Agreement during shall be treated as a separate payment and the six-month period immediately following the Employee’s Termination right to a series of installment payments under this Agreement, including, without limitation, under Sections 4(c) and (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s deathd), if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments payments. In addition, if Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and each separately identified amount paid to which Executive in a lump sum on the Employee first business day after the earlier of the date that is entitled under six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due interpreted or construed to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended transfer any liability for failure to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (from Executive or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and to the Company and or any of its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Affiliates.

Code Section 409A. Payments made pursuant For purposes of U.S. taxpayers, it is intended that the terms of the RSUs will comply with the provisions of Section 409A of the Code and the Treasury Regulations relating thereto so as not to subject the Executive to the payment of additional taxes and interest under Section 409A of the Code, and this Agreement will be interpreted, operated and administered in a manner that is consistent with this intent. In furtherance of this intent, the Committee may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, in each case, without the consent of the Executive, that the Committee determines are reasonable, necessary or appropriate to comply with the requirements of Section 409A of the Code and related U.S. Department of Treasury guidance. In that light, the ▇▇▇▇▇▇ Group makes no representation or covenant to ensure that the RSUs that are intended to be exempt from from, or to otherwise comply with the provisions of Code compliant with, Section 409A of the Code are not so exempt or compliant or for any action taken by the Committee with respect thereto. Anything in this Agreement to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If contrary notwithstanding, no Shares underlying the Company determines that any payments RSU Awards under this Agreement are subject to Code that constitute an item of deferred compensation under Section 409A and this Agreement fails to comply of the Code that become payable by reason of a Participant’s termination of employment with that section’s requirements, the Company may, at shall be issued to the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination Participant unless the Employee has incurred Participant’s termination of employment constitutes a “separation from service” as defined in Treasury Regulation §1.409A-1(h(within the meaning of Section 409A of the Code and any the regulations or other guidance thereunder). In addition, and amounts that would otherwise no such issuance shall be payable pursuant made to this Agreement during the Participant prior to the earlier of (a) the expiration of the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after measured from the date that is six of the Participant’s separation from service or (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iiib) the date of the EmployeeParticipant’s Disability shall be determined by death, if the Company in its sole discretion. Although this Agreement and Participant is deemed at the payments provided hereunder are intended time of such separation from service to be exempt from a “specified employee” (within the meaning of Section 409A of the Code and any the regulations or other guidance thereunder) and to the extent such delayed commencement is otherwise comply with required in order to avoid a prohibited distribution under Section 409A of the requirements of Code Section 409Aand any the regulations or other guidance thereunder. IN WITNESS WHEREOF, the Company does not represent or warrant that and the Executive have each executed this Agreement or Agreement. ▇▇▇▇▇▇ GROUP HOLDINGS PUBLIC LIMITED COMPANY By: ­ ­ Name: Title: SCHEDULE A ▇▇▇▇▇▇ GROUP HOLDINGS PUBLIC LIMITED COMPANY ACCEPTANCE FORM TO RESTRICTED SHARE UNIT AWARD AGREEMENT GRANTED UNDER THE HILB ROGAL & ▇▇▇▇▇ COMPANY 2007 SHARE INCENTIVE PLAN (as amended and restated on December 30, 2009 by ▇▇▇▇▇▇ Group Holdings Limited and as amended and restated and assumed by ▇▇▇▇▇▇ Group Holdings Public Limited Company on December 31, 2009) Name Target Number of Restricted Share Units Granted Grant Date [TBD] I accept the payments provided hereunder will comply with Code Section 409A or any other provision grant of federalRestricted Share Units by ▇▇▇▇▇▇ Group Holdings Public Limited Company under the Hilb, state▇▇▇▇▇ & ▇▇▇▇▇ 2007 Share Incentive Plan, localas amended from time to time, or non-United States law. None and I agree to be bound by the terms and conditions of the CompanyRestricted Share Unit Award Agreement dated [TBD]. Signature: Address: Once completed, its Subsidiariesplease return one copy of this form to: Share Plans ▇▇▇▇▇▇ Group Holdings Public Limited Company c/▇ ▇▇▇▇▇▇ North America, or their respective directorsInc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, officers, employees or advisers shall ▇▇ ▇▇▇▇▇ U.S.A. This form should be liable returned to the Employee above address within 45 days of receipt. Your RSUs may be cancelled if your form is not received by that date. EXHIBIT 1 ▇▇▇▇▇▇ GROUP HOLDINGS PUBLIC LIMITED COMPANY ACCEPTANCE FORM TO RESTRICTED SHARE UNIT AWARD AGREEMENT GRANTED UNDER THE HILB ROGAL & ▇▇▇▇▇ COMPANY 2007 SHARE INCENTIVE PLAN (as amended and restated on December 30, 2009 by ▇▇▇▇▇▇ Group Holdings Limited and as amended and restated and assumed by ▇▇▇▇▇▇ Group Holdings Public Limited Company on December 31, 2009) Performance Period: [INSERT PERIOD] Earned Date: Certification by the Committee of the Annual Financial Results Target 1: Adjusted Operating Margin (“OM”) Target [INSERT]% Percentage of RSU Shares Subject to Target 1: 50% 89% or any other individual claiming a benefit through the Employeebelow 90-94% 95-99% (OM of [INSERT] or (OM of (OM of Performance Scale:* below) for any tax, interest, [INSERT]) [INSERT]) 100% or penalties the Employee may owe as a result above Percentage of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation Earned Performance Shares: 0 % 80-89 % 90-99 % 100 % Target 2: Adjusted Earnings Per Share (“EPS”) Target $[INSERT] Percentage of RSU Shares Subject to indemnify Target 2: 50% 89% or otherwise protect the Employee from the obligation below (EPS of 90-94% 95-99% $ [INSERT] or (EPS of (EPS of Performance Scale:* below) [INSERT]) $ [INSERT]) 100% or above Percentage of Earned Performance Shares: 0 % 80-89 % 90-99 % 100 % * Performance between amounts is subject to pay any taxes pursuant to Code Section 409A.interpolation. 14

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or otherwise to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement Performance Share Award (2017) during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); and (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability Change in Control (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirementretirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death Termination, Disability or Disability Change in Control (as applicable); and (iiid) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.409A. Retention RSU Agreement - Ratable Vesting (2021) 11

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirementretirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on the Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee's Termination (as applicable); (iii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death Termination, Disability or Disability Change in Control (as applicable); and (iiiiv) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirementretirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on the Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (iii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death Termination, Disability or Disability Change in Control (as applicable); and (iiiiv) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or otherwise to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount Performance-Vested Restricted Stock Unit Agreement (2019) to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death Termination, Disability or Disability Change in Control (as applicable); and (iiid) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed consistently with such intent. The payments to Employee pursuant to this Agreement are also intended to be exempt from or to otherwise comply with the provisions of Code Section 409A of the Code to the maximum extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If possible, under either the Company determines that any payments under this Agreement are subject separation pay exemption pursuant to Code Section 409A and this Agreement fails Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation regulation §1.409A-1(h1.409A-1(b)(4), and amounts that would otherwise be payable pursuant for such purposes, each payment to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as considered a separate payment; . In the event the terms of this Agreement would subject Employee to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Employee shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. To the extent any amounts under this Agreement are payable by reference to Employee’s “termination of employment” such term and similar terms shall be deemed to refer to Employee’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Employee’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Employee is a specified employee (within the term “meaning of Section 409A of the Code) as soon as administratively possible” means a period of time the date of Employee’s separation from service, each such payment that is within 60 days after payable upon Employee’s separation from service and would have been paid prior to the Termination due six-month anniversary of Employee’s separation from service, shall be delayed until the earlier to death occur of (A) the first day of the seventh month following Employee’s separation from service or Disability (as applicable); and (iiiB) the date of the Employee’s Disability death. Any reimbursement payable to Employee pursuant to this Agreement shall be determined conditioned on the submission by Employee of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid in its sole discretionno event later than the last day of the calendar year following the calendar year in which Employee incurred the reimbursable expense. Although Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement and the payments provided hereunder are intended shall not be subject to be exempt from liquidation or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or exchange for any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.benefit.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or otherwise to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and Performance-Vested Restricted Stock Unit Agreement (2018) amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death Termination, Disability or Disability Change in Control (as applicable); and (iiid) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to (a) The payments under this Agreement are intended to either comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time (“Code Section 409A”), including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and will be administered, construed, and interpreted in accordance with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Code Section 409A, then the Company shall use its reasonable efforts to modify such provision to the extent and in the manner necessary to be in compliance with such requirements of the Code Section 409A and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment 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 the Termination Date that is not otherwise comply excluded under Code Section 409A under the exception for short-term deferrals, separation pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exception, the payment will not be made to Employee until the earlier of the six (6) month anniversary of Employee’s Termination Date or Employee’s death and will be accumulated and paid on the first day of the seventh (7th) month following the Termination Date (or, if earlier within 30 days following Employee’s death). The Company does not guarantee that any payments made in connection with the Agreement will satisfy all applicable provisions of Code Section 409A 409A. For purposes of this Agreement, with respect to the extent applicable. The Program and this Agreement shall payments of any amounts that are considered to be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are “deferred compensation” subject to Code Section 409A 409A, references to “termination of employment”, “termination”, or words and this Agreement fails to comply with that section’s requirementsphrases of similar import, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a refer to Employee’s “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder and shall be treated as interpreted and applied in a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time manner that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply consistent with the requirements of Code Section 409A409A. (b) Notwithstanding anything to the contrary in this Agreement, the Company does not represent any payment or warrant that benefit under this Agreement or the payments provided hereunder will comply with 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 expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Employee’s “separation from service” occurs; and provided, further, that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which Employee’s “separation from service” occurs. To the extent any other indemnification payment, expense reimbursement, or the provision of federal, state, local, or nonany in-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall kind benefit is determined to be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant subject to Code Section 409A.409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), and in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar year following the calendar year in which Employee incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Performance Share Award (2021) Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); and (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability Change in Control (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirementretirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (iii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death Termination, Disability or Disability Change in Control (as applicable); and (iiiiv) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). 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 Participant and the Company intend that all distributions made or to be made under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the distributions will be subject to the extent applicable: (i) all payments provided hereunder 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 Calendar 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 tax year in which the Participant’s Termination occurs, shall be treated as a right exempt from Section 409A to a series of separate payments the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and each separately identified amount to which any additional distribution made in connection with the Employee is entitled Participant’s Termination under this Agreement shall be treated exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be 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 any of the 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 a separate payment; (ii) defined in Treasury Regulation Section 1.409A-1(i), each such distribution will not be made until the term “as soon as administratively possible” means a period first regularly scheduled payroll date of time that is within 60 days the 7th month after the Participant’s Termination due to death or Disability and, on such date (as applicable); and (iii) or, if earlier, the date of the EmployeeParticipant’s Disability 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 determined by made as otherwise provided herein. The determination of whether the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements Participant is a “specified employee” for purposes of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None 409A(a)(2)(B)(i) as of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers time of such Termination shall be liable to made by the Employee (or any other individual claiming a benefit through Committee in accordance with the Employee) for any tax, interest, or penalties the Employee may owe as a result terms of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to To the extent applicable, it is intended that the payment of the benefits, severance, incentive compensation and/or equity compensation provided under this Agreement are intended to shall comply with or be exempt from or to otherwise comply with the provisions of Code Section 409A to of the extent applicable. The Program Code, and this Agreement shall be administered construed and interpreted applied in a manner consistent with this intent. If In the Company determines that event any payments payment or benefit under this Agreement are subject is determined by the Company to be in the nature of deferred compensation, the Company and the Executive hereby agree to take such actions, not otherwise provided herein, as may be mutually agreed between the parties to ensure that such payments remain exempt from or in compliance with the applicable provisions of Section 409A of the Code and the Treasury Regulations thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Executive is a “specified employee” within the meaning of Section 409A, any payments due upon a termination of the Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A and this Agreement fails to comply with that section’s requirementswhich does not otherwise qualify under the exemptions under Treasury Regulation Section 1.409A-1 (including without limitation, the Company mayshort-term deferral exemption or the permitted payments under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)), at shall be delayed and paid or provided on the Companyearlier of (i) the date which is six months after the Executive’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” (as such term is defined in Treasury Regulation §1.409A-1(h)Section 409A and the Regulations and the other published guidance thereunder) for any reason other than death, and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the EmployeeExecutive’s Disability death. To the extent that any payment or benefit under this Agreement is modified by reason of this Section 20, it shall be determined by the Company modified in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply a manner that complies with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable and preserves to the Employee maximum possible extent the economic costs or value thereof (or any other individual claiming as applies) to the respective parties (determined on a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.pre-tax basis).

Code Section 409A. Payments made pursuant to It is intended that any amounts payable under this Agreement are intended to will be exempt from or to otherwise comply with Section 409A of the provisions of Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A to 409A”) under the extent applicable. The Program “short-term deferral” exemption and this Agreement shall be administered and interpreted in a manner consistent with this intent. If accordingly; provided, however, that to the Company determines that extent any payments amounts payable under this Agreement are determined to be subject to Section 409A, this Agreement shall be interpreted accordingly. To the extent that any amount payable under this Agreement would trigger any additional tax, penalty or interest imposed by Code Section 409A and 409A, this Agreement fails shall be modified to comply with that section’s requirementsavoid such additional tax, penalty or interest yet preserve (to the Company may, at nearest extent reasonably possible) the Company’s sole discretion, and without intended benefit payable to the Employee’s consent, amend Executive. Notwithstanding anything in this Agreement to cause it the contrary, to comply with the extent necessary to avoid triggering additional tax, penalty or interest imposed by Code Section 409A 409A, no event or otherwise be exempt from Code condition shall constitute a Change in Control for purposes of this Agreement unless it also constitutes a “change in control event” described in Treasury Regulation Section 409A. To 1.409A-3(i)(5) and the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, termination of the Employee Executive’s employment shall not be deemed to have had a Termination occurred unless the Employee has incurred and until a “separation from service” (as defined that term is used in Treasury Regulation §1.409A-1(h)Code Section 409A) occurs. To the extent necessary to avoid triggering additional tax, and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (penalty or upon the Employee’s death, if earlier). For purposes of interest imposed by Code Section 409A, if the Executive is deemed on the date of a separation from service to be a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code and determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Code Section 409A), then with regard to any payment that is determined to constitute nonqualified deferred compensation within the meaning of Code Section 409A and is paid as a result of the Executive’s separation from service, such payment shall not be made or provided prior to the extent applicable: date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments provided hereunder delayed pursuant to the preceding sentence shall be treated as paid to the Executive in a right to a series of separate lump sum, and any remaining payments and each separately identified amount to which the Employee is entitled benefits due under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death paid or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company provided in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply accordance with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) normal payment dates specified for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.them herein.

Code Section 409A. Payments made pursuant to Notwithstanding the other provisions hereof, this Agreement are Plan is intended to be exempt from or to otherwise comply with the provisions requirements of Code Section 409A of the Code, to the extent applicable. The Program , and this Agreement Plan shall be administered interpreted to avoid any penalty sanctions under Section 409A of the Code. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted in a manner consistent to comply with this intentSection 409A of the Code and, if necessary, any such provision shall be deemed amended to comply with Section 409A of the Code and regulations thereunder. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. Notwithstanding anything contained herein, the Company determines makes no representations that the payments and benefits provided under the Plan comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by or imposed upon a Participant for failure to comply with, or satisfy and exemption from, Section 409A of the Code. All payments to be made upon a termination of employment under this Agreement that are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise deferred compensation may only be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred made upon a “separation from service” under Section 409A of the Code. To the maximum extent permitted under Section 409A of the Code, the Severance Benefits payable under this Plan are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii); provided, however, any portion of the Severance Benefits that are payable to a Participant upon or in connection with a separation from service and would be paid during the six (6) month period following the Participant’s Date of Termination that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of Section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of the Participant’s separation from service, the Company’s (or any entity required to be aggregated with the Company under Section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and the Participant is a “specified employee” (as defined in Treasury Regulation §1.409A-1(hSection 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), and amounts then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that would otherwise be is payable pursuant to this Agreement during within the six-six (6) month period immediately following the EmployeeParticipant’s Date of Termination with the Company (including Retirementor any successor thereto) for six (6) months following the Participant’s Date of Termination with the Company (or any successor thereto). The delayed Excess Amount shall instead be paid on in a lump sum to the first business day after Participant within ten (10) days following the date that is six (6) months following the EmployeeParticipant’s Date of Termination with the Company (or upon any successor thereto) and any remaining installments shall continue to be paid to the EmployeeParticipant on their original schedule. If the Participant dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of Section 409A of the Code, such Excess Amount shall be paid to the personal representative of the Participant’s Beneficiary within sixty (60) days after the Participant’s death. In no event may a Participant, if earlier)directly or indirectly, designate the calendar year of payment. For purposes of Code Section 409A409A of the Code, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled payment made under this Agreement Plan shall be treated as a separate payment; . To the extent that any in-kind benefits or reimbursements payable pursuant to the Plan are subject to Section 409A of the Code: (iia) any such in-kind benefits or reimbursements will be provided or paid no later than December 31 of the year following the year in which the expense was incurred, (b) the term “as soon as administratively possible” means a period amount of time that is within 60 days after expenses eligible for reimbursement, or in-kind benefits, provided during any year will not affect the Termination due expenses eligible for reimbursement, or in-kind benefits to death or Disability (as applicable); be provided, in any subsequent year, and (iiic) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable right to the Employee (in-kind benefits or any other individual claiming a benefit through the Employee) reimbursement will not be subject to liquidation or exchange for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.another benefit.

Code Section 409A. Payments made pursuant to this The intent of the parties is that payments and benefits under the Agreement are intended to be exempt from or to otherwise comply with the provisions Section 409A of Code Section 409A to the extent applicable. The Program and this subject thereto, and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted and be administered and interpreted to be in a manner consistent with this intentcompliance therewith. If Notwithstanding anything contained herein to the Company determines that any payments under this Agreement are subject contrary, to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderof the Code, the Employee Optionee shall not be deemed considered to have had separated from service with the Company for purposes of the Agreement and no payment shall be due to the Optionee under the Agreement on account of a Termination unless separation from service until the Employee has Optionee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in the Agreement that are due within the “short- term deferral period” as defined in Treasury Regulation §1.409A-1(h)Section 409A of the Code 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 amounts that such payment would otherwise be payable pursuant to result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement during or any other agreement of the six-month period immediately following the Employee’s Termination (including Retirement) Company, shall instead be paid made on the first business day after the date that is six (6) months following the Employee’s Termination such separation from service (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) The Company makes no representation that any or all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by payments described in the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to will be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Optionee shall be liable to solely responsible for the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result payment of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code and penalties incurred under Section 409A.

Code Section 409A. (i) This Agreement, and the Separation Payments made pursuant to this Agreement paid in connection with it, are intended to be exempt from or to otherwise comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered, construed and interpreted in accordance with such intent. Any Severance Payments that fail to qualify for the exemptions under Code Section 409A shall be paid or provided in accordance with the requirements of Code Section 409A. Notwithstanding the foregoing, the Company Entities cannot guarantee that the Severance Payments provided under this Agreement will satisfy all applicable provisions of Code Section 409A and ▇▇▇▇▇▇▇▇ shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of Goranson in connection with this Agreement (including any taxes and penalties under Code Section 409A), and neither the Company Entities nor any of its subsidiaries or affiliates shall have any obligation to indemnify or otherwise hold ▇▇▇▇▇▇▇▇ (or any beneficiary) harmless from any or all of such taxes or penalties. (ii) Each payment under this Agreement is intended to be treated as one of a series of separate payments for purposes of Code Section 409A. To the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any reimbursements or in-kind benefit payments under this the Agreement are subject to Code Section 409A 409A, such reimbursements and this Agreement fails to comply in-kind benefit payments will be made in accordance with that section’s requirements, Treasury Regulation Section 1.409A-3(i)(1)(iv) (or any similar or successor provisions). (iii) Notwithstanding anything in the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it the contrary, to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred ▇▇▇▇▇▇▇▇ is considered a “separation from servicespecified employee” (as defined in Treasury Regulation §1.409A-1(h), Code Section 409A) and amounts that would otherwise be payable pursuant entitled to this Agreement a payment during the six-month period immediately following beginning on ▇▇▇▇▇▇▇▇’▇ separation from service (as defined in Code Section 409A) that is not otherwise excluded under Code Section 409A under the Employee’s Termination (including Retirement) shall instead exception for short-term deferrals, separation pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exemption, the payment will not be made to ▇▇▇▇▇▇▇▇ until the earlier of the six-month anniversary of his separation from service or ▇▇▇▇▇▇▇▇’▇ death and will be accumulated and paid on the first business day after of the date that is six seventh month following his separation from service. (6iv) months following The parties may amend the Employee’s Termination (or upon Agreement to the Employee’s death, if earlier). For purposes minimum extent necessary to satisfy the applicable provisions of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made The parties intend that this Agreement and the payments and benefits provided hereunder, including, without limitation, those provided pursuant to this Agreement are intended to Section 3.1 hereof, be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to the maximum extent possible, 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 Code Section 409A is applicable to otherwise this Agreement, the parties intend that this Agreement and any payments and benefits thereunder comply with the provisions of deferral, payout and other limitations and restrictions imposed under Code Section 409A 409A. Notwithstanding anything herein to the extent applicable. The Program and contrary, this Agreement shall be interpreted, operated and administered and interpreted in a manner consistent with this intent. If the Company determines such intentions; provided, however that in no event shall Employer or its agents, parents, subsidiaries, affiliates or successors be liable for any payments under this Agreement are subject additional tax, interest or penalty that may be imposed on Employee pursuant to Code Section 409A and or for any damages incurred by Employee as a result of this Agreement fails (or the payments or benefits hereunder) failing to comply with that section’s requirementswith, or be exempt from, Code Section 409A. Without limiting the Company may, at generality of the Company’s sole discretionforegoing, and without the Employee’s consent, amend notwithstanding any other provision of this Agreement to cause it the contrary: (a) to comply with the extent Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required is applicable to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderthis Agreement, the Employee a termination of employment shall not be deemed to have had occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a Termination termination of employment unless the Employee has incurred such termination is also a “separation from service,” as defined in Treasury Regulation §Treas. Reg. Section 1.409A-1(h), after giving effect to the presumptions contained therein (and without regard to the optional alternative definitions available therein), and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment” and like terms shall mean separation from service; (b) if at the time Employee’s employment hereunder terminates, Employee is a “specified employee” within the meaning of Code Section 409A, then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax or interest under Code Section 409A, amounts that would otherwise (but for this provision) be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is within six (6) months following the date of Employee’s Termination (or termination of employment shall not be paid to Employee during such period, but shall instead be paid in a lump sum on the first business day of the seventh month following the date on which Employee's employment terminates or, if earlier, upon the Employee’s death, if earlier). For purposes ; (c) each payment made under this Agreement shall be treated as a separate payment and the right to a series of Code Section 409A, to the extent applicable: (i) all installment payments provided hereunder under this Agreement shall be treated as a right to a series of separate payments and each separately identified amount payments; and (d) nothing herein shall act to accelerate any payment to which the Employee is would otherwise be entitled if such acceleration would subject Employee to an additional tax or penalty under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this This Agreement are is intended to be interpreted and applied so that the payment of the benefits set forth herein shall be exempt from or the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) to otherwise the maximum extent that such exemption if available and any ambiguities shall be interpreted accordingly; provided, however, that to the extent such exemption is not available, such benefits shall comply with the provisions requirements of Code Section 409A to the extent applicablenecessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted accordingly. The Program and Notwithstanding any provision in this Agreement shall be administered and interpreted in or elsewhere to the contrary, if Executive is a manner consistent with this intent. If “specified employee” within the Company determines that meaning of Section 409A, any payments or benefits due upon a termination of Executive’s employment under this Agreement are subject to Code any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A and this Agreement fails to comply with that section’s requirementswhich do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the Company may, at short-term deferral exemption and the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code permitted payments under Treas. Regs. Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h1.409A-1(b)(9)(iii)(A)), shall be delayed and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid or provided on the first business day after earlier of (i) the date that which is six (6) months following the Employeeand one (1) day after Executive’s Termination “separation from service”, as such term is defined in Treasury Regulations Section 1.409A-1(h) (or upon the Employee’s “Separation from Service”) for any reason other than death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of Executive’s death. Notwithstanding anything in this Agreement, or elsewhere to the Employeecontrary, distributions upon termination of Executive’s Disability employment may only be made upon Executive’s Separation from Service and such date shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements termination date for purposes of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid receiving severance benefits under this Agreement, and the Company and its Subsidiaries shall have no obligation unless such amounts may be provided to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Executive without causing adverse tax consequences. Each payment

Code Section 409A. Payments made pursuant Notwithstanding anything herein to the contrary, this Agreement and the award of RSUs hereunder are intended to comply with the requirements of Code Section 409A, and shall be interpreted and administered in accordance with such intent. Should any provision of this Agreement be found not to comply with, or otherwise not be exempt from or to otherwise comply with from, the provisions of Code Section 409A 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Executive, in such manner as the Committee determines to the extent applicable. The Program and be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. Each payment or distribution of Stock made under this Agreement shall be administered and interpreted in designated as a manner consistent with this intent. If separate payment within the Company determines meaning of Code Section 409A. Any payment or distribution that any payments under this Agreement are is subject to Code Section 409A and this Agreement fails to comply with that sectionpayable upon the Executive’s requirements, termination of employment or other similar event shall not be made unless the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt Executive has experienced a "separation from service" as defined under Code Section 409A. To Any payment subject to Section 409A that is to be made upon a "separation from service" to the extent required to avoid accelerated taxation and/or tax penalties Executive on any date when the Executive is a "specified employee" as defined under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after before the date that is six (6) months following the EmployeeExecutive’s Termination (or upon the Employee’s death"separation from service" or, if earlier), the Executive’s death. For purposes of Code Section 409A, Notwithstanding anything in this Agreement to the extent applicable: (i) all payments provided hereunder contrary, the Executive shall be treated as a right to a series solely responsible for the tax consequences of separate payments the RSUs, and each separately identified amount to which in no event shall the Employee is entitled Company have any responsibility or liability if any payment under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due subject to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended and/or fails to be exempt from or to otherwise comply with the requirements of Code Section 409A, 409A. The Company will settle and pay out any RSUs within two and one-half (2½) months following the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None end of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable year in which the Executive’s right to the Employee (or any other individual claiming RSUs is no longer subject to a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result substantial risk of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.forfeiture.

Code Section 409A. Payments made pursuant to It is intended that any amounts payable under this Agreement are intended to and the Bank’s and Directors’s exercise of authority or discretion hereunder shall be exempt from or to otherwise comply with Section 409A of the provisions Internal Revenue Code (the “Code”) (including the Treasury regulations and other published guidance relating thereto) so as not to subject Director to the payment of any interest, penalties or additional tax imposed under Section 409A of the Code. In furtherance of this intent, (a) if, due to the circumstances giving rise to any lump sum payment or payments under this Agreement, the date of payment or the commencement of such payments thereof must be delayed for six months following Executive’s separation from service in order to meet the requirements of Section 409A(a)(2)(B) of the Code applicable to “specified employees,” then such payment or payments shall be so delayed and paid upon expiration of such six month period and (b) each payment which is to be paid during a designated period that begins in a first taxable year and ends in a second taxable year shall be paid in the second taxable year. To the extent that any Treasury regulations, guidance or changes to Section 409A would result in the Director becoming subject to interest, penalties and additional tax under Section 409A of the Code, the Bank and Director agree to amend this Agreement in order to bring this Agreement into compliance with Code Section 409A 409A. All other terms, conditions, agreements and provisions contained in the Original Agreement not specifically relating to the extent applicablethose items explicitly modified or amended by this Amendment shall remain unchanged and shall continue in full force and effect. The Program and this Agreement shall This Amendment shall, whenever possible, be administered and interpreted construed in a manner consistent with the Original Agreement; provided, however, in the event of any irreconcilable consistency between the terms of this intent. If Amendment and the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirementsterms of the Original Agreement, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend terms of this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee Amendment shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.control.

Code Section 409A. Payments made It is the intention of the Company, the Parent and the Executive that, to the extent any amounts or benefits payable under or pursuant to this Agreement are intended represent nonqualified deferred compensation that is or may be subject to be exempt from or to otherwise comply with Section 409A of the Code and the Internal Revenue Service regulations thereunder (collectively, “Code Section 409A”), the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that to avoid any payments penalty sanctions under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To If any payment or benefit cannot be provided or made at the extent required to avoid accelerated taxation and/or tax penalties time specified herein without incurring sanctions under Code Section 409A and applicable guidance issued thereunder409A, then such benefit or payment shall be provided in full (to extent not paid in part at earlier date) at the Employee shall earliest time thereafter when such sanctions will not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier)imposed. For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall to be treated as made upon a right to a series termination of separate payments employment under this Agreement may only be made upon the Executive’s “separation from service” (within the meaning of such term under Code Section 409A) and each separately identified amount to which the Employee is entitled payment made under this Agreement shall be treated as a separate payment; . In no event shall the Executive, directly or indirectly, designate the calendar year of payment, except as permitted under Code Section 409A. Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company or the Parent has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (iias such term is defined in Code Section 409A) and it is necessary, as determined by the Executive, to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent the application of the additional twenty percent (20%) tax under Code Section 409A, then the commencement of the payment of any such payments or benefits hereunder that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) or the “as soon as administratively possibleseparation pay exception” means under Treas. Reg. section 1.409A-1(b)(9)(iii), will be postponed (without any reduction in such payments or benefits ultimately paid or provided to the Executive). If any payments are postponed due to such requirements, such postponed amounts will be paid in a period of time lump sum to the Executive on the first payroll date that occurs after the date that is six months following the Executive’s “separation from service” with the Company. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts for which payment has been delayed on account of Code Section 409A shall be paid to the personal representative of the Executive’s estate within 60 sixty (60) days after the Termination due to death or Disability (as applicable); and (iii) the date of the EmployeeExecutive’s Disability death. All reimbursements and in-kind benefits provided under this Agreement shall be determined by the Company made or provided in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (1) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (3) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the calendar year in which the expense is incurred and (4) the right to reimbursement of in kind benefits is not subject to liquidation or exchange for another benefit. The Executive agrees and understands that, notwithstanding anything in this Agreement to the contrary (including, but not limited to, any provisions in this Agreement that refer or relate to Code Section 409A), neither the Company does not represent nor any of its affiliates makes any representation, covenant or warrant warranty that amounts payable under or in accordance with this Agreement (including any plan, program, agreement or the payments provided hereunder will arrangement referred to herein) comply with Code Section 409A. The Executive acknowledges and agrees that the provisions of this Agreement reflect solely the Company’s attempt to seek compliance with Code Section 409A and that no guarantees or assurances of any kind are hereby provided to the Executive or any other provision person who has or may have an interest in any benefits or amounts payable hereunder with respect to such compliance. The Executive is solely responsible and liable for the satisfaction of federalall taxes (together with applicable interest and penalties thereon) that may be imposed on amounts payable under or with respect to this Agreement (including, statebut not limited to, localany taxes, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid and interest under this AgreementCode Section 409A, and neither the Company and nor any of its Subsidiaries affiliates shall have no any obligation or liability for or with respect to indemnify any such taxes, penalties or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.interest.

Code Section 409A. Payments made The parties intend that this Agreement and the payments and benefits provided hereunder, including, without limitation, those provided pursuant to this Agreement are intended to Section 3.1 hereof, be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to the maximum extent possible, 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 Code Section 409A is applicable to otherwise this Agreement, the parties intend that this Agreement and any payments and benefits thereunder comply with the provisions of deferral, payout and other limitations and restrictions imposed under Code Section 409A 409A. Notwithstanding anything herein to the extent applicable. The Program and contrary, this Agreement shall be interpreted, operated and administered and interpreted in a manner consistent with this intent. If the Company determines such intentions; provided, however that in no event shall Employer or its agents, parents, subsidiaries, affiliates or successors be liable for any payments under this Agreement are subject additional tax, interest or penalty that may be imposed on Employee pursuant to Code Section 409A and or for any damages incurred by Employee as a result of this Agreement fails (or the payments or benefits hereunder) failing to comply with that section’s requirementswith, or be exempt from, Code Section 409A. Without limiting the Company may, at generality of the Company’s sole discretionforegoing, and without the Employee’s consent, amend notwithstanding any other provision of this Agreement to cause it the contrary: (a) to comply with the extent Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required is applicable to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderthis Agreement, the Employee a termination of employment shall not be deemed to have had occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a Termination termination of employment unless the Employee has incurred such termination is also a “separation from service,” as defined in Treasury Regulation §1.409A-1(hTreas. Reg. Section 1. 409A-I(h), after giving effect to the presumptions contained therein (and without regard to the optional alternative definitions available therein), and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment” and like terms shall mean separation from service; (b) if at the time Employee’s employment hereunder terminates, Employee is a “specified employee” within the meaning of Code Section 409A, then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax or interest under Code Section 409A, amounts that would otherwise (but for this provision) be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is within six (6) months following the date of Employee’s Termination (or termination of employment shall not be paid to Employee during such period, but shall instead be paid in a lump sum on the first business day of the seventh month following the date on which Employee’s employment terminates or, if earlier, upon the Employee’s death, if earlier). For purposes ; (c) each payment made under this Agreement shall be treated as a separate payment and the right to a series of Code Section 409A, to the extent applicable: (i) all installment payments provided hereunder under this Agreement shall be treated as a right to a series of separate payments and each separately identified amount payments; and (d) nothing herein shall act to accelerate any payment to which the Employee is would otherwise be entitled if such acceleration would subject Employee to an additional tax or penalty under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); and (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability Change in Control (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a Performance Share Award (2020) benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to The Parties intend that this Agreement are intended and the benefits provided hereunder be interpreted and construed to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicableapplicable thereto. The Program and Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be administered interpreted and interpreted in a manner construed consistent with this intent. If , provided that the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed required to have had a Termination unless assume any increased economic burden in connection therewith. Although the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant Company intends to administer this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date so that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to it will be exempt from from, or to otherwise comply with with, the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will be exempt from or the payments provided hereunder will otherwise comply with Code Section 409A 409A, or any other provision provisions of federal, state, local, or non-United States lawlaws. None of the Company, its Subsidiariesaffiliates, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the that Employee may owe as a result of compensation or benefits paid under this Agreement, and the Company and its Subsidiaries affiliates shall have no obligation to indemnify indemnify, reimburse, or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.409A or otherwise. For purposes of this Agreement, the terms “terminate,” “termination,” “termination of employment,” and variations thereof as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” as such term is defined under Code Section 409A, to the extent necessary or advisable to comply with Code Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that any payment to Employee or any benefit hereunder is made upon, or by reference to, Employee’s termination of employment, and Employee is a “specified employee” (as that term is defined under Code Section 409A) upon the Employee’s termination of employment, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Code Section 409A, then no such payment or benefit shall be paid or commenced to be paid to Employee under this Agreement until the date that is the earlier to occur of: (i) Employee’s death, or (ii) six (6) months and one (1) day following Employee’s termination of employment (the “Delay Period”). Any payments which Employee would otherwise have received during the Delay Period shall be payable to Employee in a lump sum on the date that is six (6) months and one (1) day following the effective date of Employee’s termination.

Code Section 409A. Payments made pursuant to It is intended that payments under this Agreement are intended to shall be exempt from or to otherwise comply in compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails be construed accordingly. Payments provided hereunder are intended to comply with that section’s requirementssatisfy the involuntary separation or short term deferral exemptions under 409A. However, in no event shall the Company may, at or an affiliate be responsible for any tax or penalty owed by the Company’s sole discretion, Executive or beneficiary with regard to payments and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier)benefits provided herein. For purposes of Code Section 409A, each installment of payments 4837-2534-9826.4 or benefits is intended to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; , and the terms “employment termination” and “termination of employment” or terms of like kind are intended to constitute “separation from service” as defined under Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Executive is determined to constitute a Code Section 409A “Specified Employee” at the time of separation from service, any payments not exempt from Code Section 409A shall be aggregated and delayed (ii) if then required), and paid on the term “as soon as administratively possible” means a period earlier of time that is within 60 days the first day of the seventh month following the Executive’s separation from service, or the day after the Termination due to death or Disability (Executive’s death, as applicable); . Thereafter, any remaining payments and (iii) the date of the Employee’s Disability benefits shall be determined by paid as if there had been no earlier delay. Notwithstanding anything to the Company contrary in its sole discretion. Although this Agreement or elsewhere, in the event that the Executive waives the provisions of another severance or change in control agreement or arrangement for this Agreement and the payments provided hereunder are intended such participation in this Agreement is later determined to be exempt from a “substitution” (within the meaning of Section 409A) for the benefits under such agreement or arrangement, then any payment or benefit under this Agreement that such Executive becomes entitled to otherwise comply receive during the remainder of the waived term of such agreement or arrangement shall be payable in accordance with the requirements time and form of Code Section 409A, the Company does not represent payment provisions of such agreement or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.arrangement.

Code Section 409A. Payments made pursuant to The intent of the parties is that payments and benefits under this Agreement are intended to comply with or be exempt from or to otherwise comply with the provisions of Code Section 409A to (“Section 409A”) of the extent applicable. The Program Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement shall be interpreted and administered and interpreted in a manner consistent with this intentaccordingly. If Notwithstanding anything contained herein to the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirementscontrary, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee Executive shall not be deemed considered to have had a Termination terminated employment with the Employer for purposes of this Agreement, unless the Employee has Executive would be considered to have incurred a “separation from service” from the Employer within the meaning of Section 409A (a “Separation from Service”). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in Section 5 of this Agreement that are due within the “short-term deferral period” as defined in Treasury Regulation §1.409A-1(h)Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding any provision of this Agreement to the contrary, if, at the time of the Executive’s Separation from Service, the stock of the Employer (or any successor entity) is treated as “publicly traded” under Section 409A(a)(2)(B)(1) of the Code and amounts that the Executive is deemed to be a “specified employee” within the meaning of said section, all payments which are subject to Section 409A as deferred compensation and which would otherwise be payable pursuant required to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) be made upon such Separation from Service shall instead be paid made on the earlier of (i) the first business day after of the date that is first month commencing at least six (6) months following the EmployeeExecutive’s Termination Separation from Service or (or upon ii) the Employeedate of the Executive’s death, if earlier). For purposes of Code To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled Executive under this Agreement shall be treated as a separate payment; (ii) paid to the term “as soon as administratively possible” means a period of time that is within 60 days after Executive on or before the Termination due to death or Disability (as applicable); and (iii) the date last day of the Employee’s Disability shall be determined by year following the Company year in its sole discretion. Although this Agreement which the expense was incurred and the payments amount of expenses eligible for reimbursement during any one year may not effect amounts reimbursable or provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or in any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.subsequent year.

Code Section 409A. Payments made pursuant to The Executive and the Company intend that the Severance benefits provided under this Agreement will comply, in form and operation, with an exception to or exclusion from the requirements of Section 409A of the Internal Revenue Code (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Code §409A”) and this Agreement will be construed and administered in a manner that is consistent with and gives effect to such intention. All Severance payments upon a “termination of employment” under the Agreement will only be made upon a “separation from service” (as defined under Code §409A, without regard to any alternative definition thereunder, a “separation from service”). Each installment of the Severance benefits provided under this Section 3 is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i). The Severance benefits to be provided under this Section 3 are intended to be exempt from or to otherwise comply with the provisions requirements of Code Section §409A because such payment and benefits are short-term deferrals under Treas. Reg. §1.409A-1(b)(4) or provided under a separation pay plan within the meaning of Treas. Reg. §1.409A-1(b)(9). However, if such exemptions are not available and Executive is, upon separation from service, a “specified employee” for purposes of Code §409A, then, solely to the extent applicable. The Program and this Agreement necessary to avoid adverse personal tax consequences under Code §409A, the timing of the Severance benefits payments shall be administered and interpreted in a manner consistent with this intent. If delayed until the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination earlier of (including Retirementi) shall instead be paid on the first business day after the date that is six (6) months following the Employeeand one day after Executive’s Termination separation from service, or (or upon the Employeeii) Executive’s death, if earlier). For purposes The parties acknowledge that the exemptions from application of Code Section 409A§409A to severance benefits are fact specific, and any later amendment of this Agreement to alter the extent applicable: (i) all payments timing, amount or conditions that will trigger payment of Severance benefits may preclude the ability of Severance benefits provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time to qualify for an exemption. It is intended that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise shall comply with the requirements of Code Section §409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Code §409A. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Code §409A, the Company does not represent or warrant that shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the payments provided hereunder will Company determines are necessary or appropriate to avoid the imposition of taxes under Code §409A, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Code §409A, and/or (ii) comply with Code the requirements of Section 409A or any other provision of federal409A; provided, statehowever, local, or non-United States law. None that this Section 3(f) shall not create an obligation on the part of the CompanyCompany to adopt any such amendment, its Subsidiariespolicy or procedure or take any such other action, or their respective directors, officers, employees or advisers nor shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation any liability for failing to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.do so.

Code Section 409A. Payments made The Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under T▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that sectionmean Executive’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(hwithin the meaning of Code Section 409A(a)(2)(A)(i), and amounts that would otherwise be payable pursuant to (ii) each payment made under this Agreement during shall be treated as a separate payment and the six-month period immediately following the Employee’s Termination right to a series of installment payments under this Agreement, including, without limitation, under Sections 4(c) and (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s deathd), if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments payments. In addition, if Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and each separately identified amount paid to which Executive in a lump sum on the Employee first business day after the earlier of the date that is entitled under six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due interpreted or construed to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended transfer any liability for failure to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (from Executive or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and to the Company and or any of its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Affiliates.

Code Section 409A. Payments made pursuant to The RSUs and this Agreement are intended to be exempt excepted from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties coverage under Code Section 409A and applicable guidance issued thereundershall be interpreted and construed accordingly. In the event that the Grantee is a “specified employee” within the meaning of Code Section 409A, and a payment or benefit provided for under this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Employee shall not be deemed to have had a Termination unless the Employee has incurred a Grantee’s “separation from service” as defined in Treasury Regulation §1.409A-1(h(within the meaning of Code Section 409A), and amounts that would otherwise then such payment or benefit shall not be payable pursuant to this Agreement paid (or commence) during the six-six (6) month period immediately following the EmployeeGrantee’s Termination separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six (including Retirement6) month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to the Grantee in a lump-sum, without interest, on the earlier of (i) the first business day after of the date that is six (6) months seventh month following the Employeemonth in which the Grantee’s Termination separation from service occurs or (or upon ii) the Employeetenth business day following the Grantee’s death, death (but not earlier than if earliersuch delay had not applied). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a The Grantee’s right to a series of separate receive any installment payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a right to receive a series of separate payment; (ii) payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Code Section 409A. To the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined extent required by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent terms “termination of employment” or warrant that “termination of service” and similar phrases to each shall mean “separation from service” within the meaning of Code Section 409A. Notwithstanding anything contained in the Plan or in this Agreement to the contrary, neither the Company, any member of the Committee nor any Subsidiary shall have any liability or obligation to the payments provided hereunder will comply with Code Section 409A Grantee or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) Person for any taxtaxes, interest, penalties or penalties fines (including without limitation any of the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee foregoing resulting from the obligation failure of the RSUs granted hereunder to pay any taxes pursuant to comply with, or be exempt from, Code Section 409A.409A).

Code Section 409A. Payments made pursuant to To the extent applicable, it is intended that this Agreement are intended and any payment made hereunder shall be exempt from or comply with the requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”). In the event any provision of this Agreement relating to payment of the Severance would cause the Severance payment to fail to be exempt from or to otherwise comply with the provisions of satisfy Code Section 409A to the extent applicable. The Program and this Agreement 409A, then that provision shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it amended to comply with Code Section 409A or otherwise 409A, following which payment of the Severance shall be exempt from Code Section 409A. To made in accordance with the extent required amendment. Without limiting the generality of the foregoing, for all purposes under this Agreement, reference to avoid accelerated taxation and/or tax penalties under Code Section 409A Executive’s “termination of employment” (and applicable guidance issued thereunder, corollary terms) with the Employee Company shall not be deemed construed to have had a Termination unless the Employee has incurred a refer to Executive’s “separation from service” (as defined in determined under Treasury Regulation §Section 1.409A-1(h), as uniformly applied by the Company) with the Company. In the event that Executive is, at the Date of Termination, a “specified employee” within the meaning of Code Section 409A and amounts that would otherwise be payable pursuant any related regulations, no amount which is nonqualified deferred compensation subject to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) such Code Section 409A and regulations shall instead be paid on the first business day after to Executive prior to the date that which is six (6) months after Executive’s separation from service ; provided, however, that such amount shall, within five (5) business days following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall termination, be determined placed into escrow by the Company in its sole discretionfor the benefit of Executive. Although this Agreement and If the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe delayed as a result of compensation the terms of this Section 22, than on the first business day following the end of such six (6) month period (or such earlier date upon which such amount can be released from escrow and paid under this AgreementSection 409A of the Code without resulting in a prohibited distribution), and the Company and its Subsidiaries shall pay Executive a lump-sum amount equal to the cumulative amount that would have no obligation otherwise been payable to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Executive during such period.

Code Section 409A. Payments made pursuant to It is the intent of this Agreement are intended to be exempt either meet an exception from or to otherwise comply with the provisions requirements of Code Section 409A to (“Section 409A”) of the extent applicable. The Program Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this Agreement shall will be administered and interpreted so administered. References to a termination of employment in a manner consistent with this intent. If the Company determines that any payments under Section 6 and/or 7 of this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, shall mean the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred date of a “separation from service” as defined in Treasury Regulation §1.409A-1(hwithin the meaning of Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, and amounts any nonqualified deferred compensation subject to Section 409A that would otherwise be have been payable pursuant to under this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on as a result of, and within the first business day after the date that is six (6) months following, the Executive’s “separation from service” and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the Employeedate of the Executive’s Termination (or upon the Employee’s deathseparation from service or, if earlier), the date of Executive’s death. For purposes of Code Section 409AAny such “nonqualified deferred compensation” shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent applicable: (i) all payments provided hereunder shall be treated as necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a right to a series violation of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined Section 409A. Any payment by the Company of such amount shall include a “gross-up” payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of Section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than the end of Executive’s taxable year next following the taxable year in its sole discretionwhich the Executive submits the respective taxes to the taxing authority. Although The Executive agrees that the Company may amend this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply Agreement, with the requirements consent of Code Section 409Athe Executive, as the Company determines is necessary or advisable so that payments made pursuant to this agreement will not result in additional taxation of the Executive pursuant to the provisions of Section 409A. The Executive agrees that she will not withhold her consent under this Section 20 if the proposed amendment does not represent or warrant that this Agreement or materially adversely affect the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid Executive’s rights under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments It is the intent of this Agreement to either meet an exception from or to comply with the requirements of Section 409A ("Section 409A) of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the "Code"), and any ambiguities herein will be so interpreted and this Agreement will be so administered. References to a termination of employment in Section 6 and/or 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Section 409A(a)(2)(A)(i). If the Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) at the time of the Executive's termination of employment, any nonqualified deferred compensation subject to Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive's "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive's separation from service or, if earlier, the date of Executive's death. Any such "nonqualified deferred compensation" shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of violation of Section 409A. Any payment by the Company of such amount shall include a "gross-up" payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the "gross-up" payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of Section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and no later than the end of Executive's taxable year next following the taxable year in which the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this Agreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments made pursuant to this Agreement are intended will not result in additional taxation of the Executive pursuant to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. 409A. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines Executive agrees that any payments he will not withhold his consent under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, 20 if the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company proposed amendment does not represent or warrant that this Agreement or materially adversely affect the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid Executive's rights under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without Non-Employee Director RSU Agreement (US) (2020) the EmployeeDirector’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee Director shall not be deemed to have had a Termination unless the Employee Director has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the EmployeeDirector’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the EmployeeDirector’s Termination (or upon the EmployeeDirector’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) , all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee Director is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee Director (or any other individual claiming a benefit through the EmployeeDirector) for any tax, interest, or penalties the Employee Director may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee Director from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the EmployeeDirector’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee Director shall not be deemed to have had a Termination unless the Employee Director has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the EmployeeDirector’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the EmployeeDirector’s Termination (or upon the EmployeeDirector’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) , all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee Director is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee Director (or any other individual claiming a benefit through the EmployeeDirector) for any tax, interest, or penalties the Employee Director may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee Director from the obligation to pay any taxes pursuant to Code Section 409A.▇▇▇▇. ▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Agreement (US) (2021)

Code Section 409A. Payments made pursuant For purposes of U.S. taxpayers, it is intended that the terms of the RSUs will comply with the provisions of Section 409A of the Code and the Treasury Regulations relating thereto so as not to subject the Executive to the payment of additional taxes and interest under Section 409A of the Code, and this Agreement will be interpreted, operated and administered in a manner that is consistent with this intent. In furtherance of this intent, the Committee may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, in each case, without the consent of the Executive, that the Committee determines are reasonable, necessary or appropriate to comply with the requirements of Section 409A of the Code and related U.S. Department of Treasury guidance. In that light, the ▇▇▇▇▇▇ Group makes no representation or covenant to ensure that the RSUs that are intended to be exempt from from, or to otherwise comply with the provisions of Code compliant with, Section 409A of the Code are not so exempt or compliant or for any action taken by the Committee with respect thereto. Anything in this Agreement to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If contrary notwithstanding, no Shares underlying the Company determines that any payments RSU Awards under this Agreement are subject to Code that constitute an item of deferred compensation under Section 409A and this Agreement fails to comply of the Code that become payable by reason of a Participant’s termination of employment with that section’s requirements, the Company may, at shall be issued to the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination Participant unless the Employee has incurred Participant’s termination of employment constitutes a “separation from service” as defined in Treasury Regulation §1.409A-1(h(within the meaning of Section 409A of the Code and any the regulations or other guidance thereunder). In addition, and amounts that would otherwise no such issuance shall be payable pursuant made to this Agreement during the Participant prior to the earlier of (a) the expiration of the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after measured from the date that is six of the Participant’s separation from service or (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iiib) the date of the EmployeeParticipant’s Disability shall be determined by death, if the Company in its sole discretion. Although this Agreement and Participant is deemed at the payments provided hereunder are intended time of such separation from service to be exempt from or to otherwise comply with a “specified employee” (within the requirements meaning of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, Code and any the regulations or their respective directors, officers, employees or advisers shall be liable other guidance thereunder) and to the Employee (extent such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A of the Code and any the regulations or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.guidance thereunder.

Code Section 409A. Payments made The Award is intended to qualify for the “short-term deferral” exemption from Section 409A of the Code, and the provisions of this Agreement will be interpreted, operated and administered in a manner consistent with these intentions. The right to payment triggered by each installment vesting date or vesting event pursuant to Section 2 above is intended to be a right to a separate payment for purposes of Section 409A. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, without your consent, to unilaterally amend or modify the Plan and/or this Agreement are to ensure that the RSUs qualify for exemption from or comply with Section 409A of the Code; provided, however, that the Company makes no representations that the RSUs will be exempt from Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to these RSUs. The Company will have no liability to you or to any other party if the Award, the vesting of the Award, delivery of Shares upon settlement of the Award or any other event hereunder that is intended to be exempt from or to otherwise comply compliant with the provisions of Code Section 409A of the Code, is not so exempt or compliant, or for any action taken by the Company with respect thereto. This Appendix includes additional terms and conditions that govern the RSUs granted to you under the extent applicablePlan if you are in one of the countries listed below on the Grant Date. The Program Unless otherwise defined in this Appendix, capitalized terms used in this Appendix and defined in the Plan or this Agreement shall be administered and interpreted in a manner consistent with this intent. If will have the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” same meaning as defined in Treasury Regulation §1.409A-1(h)the Plan or Agreement, and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement the Award to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made The Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that sectionmean Executive’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(hwithin the meaning of Code Section 409A(a)(2)(A)(i), and amounts that would otherwise be payable pursuant to (ii) each payment made under this Agreement during shall be treated as a separate payment and the six-month period immediately following the Employee’s Termination right to a series of installment payments under this ​ Agreement, including, without limitation, under Sections 4(c) and (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s deathd), if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments payments. In addition, if Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and each separately identified amount paid to which Executive in a lump sum on the Employee first business day after the earlier of the date that is entitled under six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due interpreted or construed to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended transfer any liability for failure to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (from Executive or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and to the Company and or any of its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Affiliates.

Code Section 409A. Payments made pursuant to this 17.1 This Agreement are is intended to comply with, or be exempt from or to otherwise comply with the provisions of from, Code Section 409A to the extent applicable. The Program (“Section 409A”) and this Agreement shall will be interpreted, administered and interpreted operated in a manner consistent with this that intent. If . 17.2 For purposes of Section 409A, each of the Company determines payments that any payments may be made under this Agreement are designated as separate payments. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Code Section 409A 409A, references to “termination of services” (and this Agreement fails to comply substantially similar phrases) shall be interpreted and applied in a manner that is consistent with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend requirements of Section 409A. 17.3 Notwithstanding anything in this Agreement to cause it the contrary, in the event that the Executive Chairman is deemed to comply with Code be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments that are “deferred compensation” subject to Section 409A or otherwise be exempt from Code Section 409A. To that are made by reason of the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a Executive Chairman’s “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise within the meaning of Section 409A shall be payable pursuant made to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after Executive Chairman prior to the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the EmployeeExecutive Chairman’s Disability shall “separation from service” or, if earlier, the Executive Chairman’s date of death. Immediately following such delay period, all such delayed payments will be determined by the Company paid in its sole discretiona single lump sum. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Except as permitted under Section 409A, any deferred compensation that is subject to Section 409A and is payable to or for the Executive Chairman’s benefit under any Company sponsored plan, program, agreement or arrangement may not be reduced by, or offset against, any amount owing by the Executive Chairman to the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.affiliate.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount Performance-Vested Restricted Stock Unit Agreement (2020) to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death Termination, Disability or Disability Change in Control (as applicable); and (iiid) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to The intent of the parties is that payments and benefits under this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Section 409A”) and, accordingly, to the maximum extent applicable. The Program and permitted, this Agreement shall be administered and interpreted to be in a manner consistent with this intentcompliance therewith. If To the Company determines extent that any payments under this Agreement are subject to Code Section 409A and this Agreement fails provision hereof is modified in order to comply with Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to you and the Employer of the applicable provision without violating the provisions of Section 409A. In no event whatsoever shall the Employer or any recipient of your services be liable for any additional tax, interest or penalty that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it may be imposed on you by Section 409A or damages for failing to comply with Code Section 409A. Any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of Section 409A shall commence to be paid or otherwise be exempt from Code Section 409A. To the extent required provided to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred you sixty (60) days following a “separation from service” as defined in Treas. Reg. § 1.409A-1(h), unless earlier commencement is otherwise permitted by Section 409A, provided that you execute within forty-five (45) days following “separation from service” a general release of claims in a form and substance satisfactory to the Employer and its legal counsel. Each payment made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §1.409A-1(h§ 1.409A-l(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6. Notwithstanding anything in this Agreement to the contrary, the following special rule shall apply, if and to the extent required by Section 409A, in the event that (a) you deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), and (b) amounts that would otherwise be payable pursuant to or benefits under this Agreement during or any other program, plan or arrangement of the six-month period immediately following Employer or a controlled group affiliate thereof are due or payable on account of “separation from service” within the Employee’s Termination meaning of Treasury Regulations Section 1.409A-1(h) and (including RetirementC) you are employed by a public company or a controlled group affiliate thereof: no payments hereunder that are “deferred compensation” subject to Section 409A shall instead be paid on the first business day after made to you prior to the date that is six (6) months following after the Employee’s Termination (or upon the Employee’s deathdate of separation from service or, if earlier, the tenth day following the date of your death following such separation from service (or such later date as is required for administrative practicability and permitted under Section 409A); following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. For Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to you only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which your “separation from service” occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which your “separation from service” occurs. To the extent any indemnification payment, expense reimbursement or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement or the provision of any in-kind benefit in one calendar year shall not affect the 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 reimbursed after the last day of the calendar year following the calendar year in which you incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. 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 409A409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. In order to accept the terms of this Agreement, you must deliver a signed copy of this Agreement to the undersigned by _______________, 2024. We hope your employment with the Employer will prove mutually rewarding, and we look forward to having you join us. If you have any questions, please feel free to call or email us. Sincerely, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Group CEO of Informa Plc For and on behalf of Informa Support Services, Inc. AGREED AND ACCEPTED: ▇▇▇▇ ▇▇▇▇▇▇ Signed: _________________ Date: _________________ FORM OF RELEASE AGREEMENT1 ▇▇▇▇ ▇▇▇▇▇▇ (“you”) and Informa Support Services, Inc. (“Company”) (collectively, “the parties”) have agreed to enter into this Release of Claims Agreement (“Agreement”) on the following terms: You acknowledge that your employment with the Company terminated effective ________, 20__ (the “Termination Date”). You further acknowledge that, regardless of signing this Agreement, you have received (i) your final paycheck, which includes your final salary or wages and pay for the prorated amount of any accrued but unused vacation days (in accordance with the Company’s policy, as reflected in the Company’s Employee Handbook) through your last day of service, less withholdings; and (ii) reimbursement of all reasonable business expenses incurred by you during your employment. The parties acknowledge that except as provided for in the Employment Letter Agreement, all benefits and perquisites of employment cease as of your last day of employment with the Company. Further, if you (i) duly execute this Agreement and return this Agreement to the Company within sixty (60) days following the Termination Date (or such shorter period as the Company may provide at the time), (ii) do not revoke the Agreement as permitted below, (iii) remain at all times in continued compliance with this Agreement, and (iv) you reaffirm your commitment to abide by the restrictions contained in the Confidentiality and Restrictive Covenant Agreement, attached hereto as Exhibit 1, and have not and do not breach those restrictions, then the Company will provide you or your estate or beneficiaries with the severance benefits set forth in Section 18 of the Employment Letter Agreement (together, the “Severance Benefits”), as applicable at this time. For the avoidance of doubt, in the event that you materially and willfully breach this Agreement, you will no longer be entitled to, and the Company will no longer be obligated to provide (or continue to provide), the Severance Benefits. You understand and agree that you are not entitled to any compensation, benefits, remuneration, accruals, contributions, reimbursements, bonus, option grant, vesting, or vacation or other payments from the Company other than those expressly set forth in this Agreement, and that any and all payments and benefits you may receive under this Agreement are subject to all applicable taxes and withholdings. You acknowledge and agree that your reaffirmation and commitment to abide by the Confidentiality and Restrictive Covenant Agreement attached hereto, which is incorporated into this Agreement by reference as if agreed to by you as of the Effective Date (defined below), is agreed to in connection with your separation from the Company and, therefore, not governed by the Massachusetts Noncompetition Agreement Act (MGL c.149, § 24L). In the event that a court of competent jurisdiction determines that the covenants in the Confidentiality and Restrictive Covenant Agreement are covered by the Massachusetts Noncompetition Agreement Act, you agree that your receipt of the Severance Benefits is mutually agreed upon consideration and stipulate not to challenge the sufficiency of the agreed-upon consideration supporting the Confidentiality and Restrictive Covenant Agreement. In exchange for the Severance Benefits, which you acknowledge exceed any amounts to which you otherwise may be entitled under the Company’s policies and practices or applicable law, you and your representatives completely release from, and agree to not file, cause to be filed or pursue against, the Company or its affiliated, related, parent or subsidiary companies, and its present and former directors, officers, and employees (the “Released Parties”) all claims, complaints, grievances, causes of action, or charges of any kind, known and unknown, asserted or unasserted (“Claims”), which you may now have or have ever had against any of them (“Released Claims”). Released Claims include, but are not limited to: • all Claims arising from your employment with the Released Parties or the termination of that employment, including Claims for wrongful termination or retaliation; 1 Note to Exhibit: The Release may be revised by the Company to the extent applicable: (i) that revisions are necessary for changes in law and business circumstances to provide for a full release. • all payments provided hereunder shall be treated as a right Claims related to a series your compensation or benefits from the Released Parties, including salary, wages, bonuses, commissions, incentive compensation, profit sharing, retirement benefits, paid time off, vacation, sick leave, leaves of separate payments absence, expense reimbursements, equity, severance pay, and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate paymentfringe benefits; (ii) the term “as soon as administratively possible” means a period • all Claims for breach of time that is within 60 days after the Termination due to death or Disability (as applicable); contract, breach of quasi-contract, promissory estoppel, detrimental reliance, and (iii) the date breach of the Employee’s Disability shall be determined by the Company implied covenant of good faith and fair dealing; • all tort Claims, including Claims for fraud, defamation, slander, libel, negligent or intentional infliction of emotional distress, personal injury, negligence, compensatory or punitive damages, negligent or intentional misrepresentation, and discharge in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements violation of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of public policy; • all federal, state, localand local statutory Claims, including Claims for discrimination, harassment, retaliation, attorneys’ fees, medical expenses, experts’ fees, costs and disbursements; and • any other Claims of any kind whatsoever, from the beginning of time until the Effective Date, in each case whether based on contract, tort, statute, local ordinance, regulation or any comparable law in any jurisdiction. By way of example and not in limitation, Released Claims include any Claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Civil Rights Act of 1991; the Civil Rights Acts of 1866 and/or 1871, 42 U.S.C. Section 1981; the Americans with Disabilities Act, 42 U.S.C. 12101 et seq.; the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621 et seq.; the Family Medical Leave Act, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq.; the federal Worker Adjustment and Retraining Notification Act (“WARN Act”), 29 U.S.C. § 2102 et seq; the Delaware Discrimination in Employment Act, Del. Code ▇▇▇. tit. 19, §§ 710 to 719A; the Delaware Whistleblowers’ Protection Act, Del. Code ▇▇▇. Tit. 19 §§ 1701 to 1708; the Delaware Wage Payment and Collection Act, Del. Code ▇▇▇. tit. 19, §§ 1101 to 1115; the Delaware Fair Employment Practices Act, Del. Code ▇▇▇. tit. 19, §§ 701 to 709A; the Delaware social media law, Del. Code ▇▇▇. Tit. 19 § 709A; the Massachusetts Fair Employment Practices Law, Mass. Gen. Laws ch. 151B; the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, § 11; the Massachusetts Equal Rights Act, Mass. Gen. Laws ch. 93; the Massachusetts Small Necessities Act, Mass. Gen. Laws ch. 149 § 52D; the Massachusetts Privacy Statute, Mass. Gen. Laws ch. 214, § 1B and C; the Massachusetts Equal Pay Act, Mass. Gen. Laws ch. 149 § 105A-C; the Massachusetts Parental Leave Act, Mass. Gen. Laws ch. 149, § 105D; the Massachusetts AIDS Testing Act, Mass. Gen. Laws ch. 111 § 70F; the Massachusetts Consumer Protection Act, Mass. Gen. Laws ch. 93A; the Massachusetts Equal Rights for the Elderly and Disabled Law, Mass. Gen. Laws ch. 93 § 103; the Massachusetts Anti-Sexual Harassment Statute, Mass. Gen. Laws ch. 151B, § 3A; the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, §§ 148 et seq. (Massachusetts law regarding payment of wages and overtime), including any rights or claims thereunder to unpaid wages, including overtime, bonuses, commissions, and accrued, unused vacation time; the Massachusetts Wage and Hour Laws, Mass. Gen. Laws ch. 151 § 1A et seq.; the Massachusetts age discrimination law, Mass. Gen. Laws ch. 149, § 24A et seq.; or any comparable law in any other jurisdiction. The Parties intend for this release to be enforced to the fullest extent permitted by law. YOU UNDERSTAND AND AGREE THAT THIS AGREEMENT CONTAINS A GENERAL RELEASE OF ALL CLAIMS. You agree that the consideration you are receiving in exchange for your general release of claims shall be offset against any state or federal WARN Act (or other) notice or pay in lieu of notice obligation, if any, that the Company may be found to have in the future. You represent that you have not initiated, filed, or non-United States lawcaused to be filed and agree not to initiate, file or cause to be filed any Released Claims against any Released Parties with respect to any aspect of your employment by or termination from employment with the Company or with respect to any other Released Claim. None You expressly covenant and warrant that you have not assigned or transferred to any person or entity any portion of any Released Claims that are waived, released and/or discharged herein. If you nonetheless file, cause to be filed, or pursue any Released Claims against one or more Released Party, you will pay to each such Released Party any costs or expenses (including attorneys’ fees and court costs) incurred by such Released Party in connection with such action, claim or suit. In this paragraph, we provide you with specific information required under the ADEA. You acknowledge that you have received and reviewed any and all information required, if any, by the ADEA/Older Workers Benefit Protection Act pertaining to your termination from the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable . You agree that your release of claims in this Agreement includes a knowing and voluntary waiver of any rights you may have under the ADEA. You acknowledge that you have been given an opportunity to consider for forty-five (45) days the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result terms of compensation paid under this Agreement, although you may sign beforehand, and that you are advised by the Company to consult with an attorney. You further understand that you can revoke your waiver of ADEA claims within seven (7) days of signing this Agreement, but that you will not be eligible for any Severance Benefits if you revoke your waiver. Revocation must be made by delivering a written notice of revocation to the Group CEO, Informa Plc. You acknowledge and its Subsidiaries shall agree that for the revocation to be effective, the written notice must be received no later than the close of business (5:00 p.m. Boston local time) on the seventh (7th) day after you sign this Agreement. This Agreement will become effective and enforceable on the eighth (8th) day following your execution of this Agreement (the “Effective Date”), provided you have no obligation not exercised your right, as described herein, to indemnify revoke this Agreement. You further agree that any change to this Agreement, whether material or otherwise protect immaterial, will not restart the Employee from forty-five (45) day review period. Notwithstanding the obligation foregoing, the parties acknowledge and agree that you are not waiving or being required to pay waive (1) any taxes pursuant to Code Section 409A.right that cannot be waived as

Code Section 409A. Payments made pursuant to It is the intent of this Agreement are intended to be exempt either meet an exception from or to otherwise comply with the provisions requirements of Code Section 409A to (“Section 409A”) of the extent applicable. The Program Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this Agreement shall will be administered and interpreted so administered. References to a termination of employment in a manner consistent with this intent. If the Company determines that any payments under Section 6 and/or 7 of this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, shall mean the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred date of a “separation from service” as defined in Treasury Regulation §1.409A-1(hwithin the meaning of Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, and amounts any nonqualified deferred compensation subject to Section 409A that would otherwise be have been payable pursuant to under this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on as a result of, and within the first business day after the date that is six (6) months following, the Executive’s “separation from service” and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the Employeedate of the Executive’s Termination (or upon the Employee’s deathseparation from service or, if earlier), the date of Executive’s death. For purposes of Code Section 409AAny such “nonqualified deferred compensation” shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent applicable: (i) all payments provided hereunder shall be treated as necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a right to a series violation of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined Section 409A. Any payment by the Company of such amount shall include a “gross-up” payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of Section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and no later than the end of Executive’s taxable year next following the taxable year in its sole discretionwhich the Executive submits the respective taxes to the taxing authority. Although The Executive agrees that the Company may amend this Agreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments made pursuant to this Agreement and will not result in additional taxation of the payments provided hereunder are intended Executive pursuant to be exempt from or to otherwise comply with the requirements provisions of Code Section 409A, 409A. The Executive agrees that he will not withhold his consent under this Section 20 if the Company proposed amendment does not represent or warrant that this Agreement or materially adversely affect the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid Executive’s rights under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments made pursuant (a) This Agreement is intended to comply with Section 409A of the Code (“Section 409A”) and the final regulations and interpretative guidance issued thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. This Agreement shall be construed and interpreted with such intent. If any provision of this Agreement are needs to be revised to satisfy the requirements of Section 409A, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be exempt from or to otherwise comply with the provisions treated as one of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any series of separate payments under this Agreement are subject to Code for purchases of Section 409A and this Agreement fails Treas. Reg. §1.409A-2(b)(2)(iii) (or any similar or successor provisions). Any reimbursement or similar payment required to comply with that sectionbe paid to Executive hereunder (including, without limitation, reimbursement of medical expenses beyond the 18-month period following Executive’s requirementsSeparation from Service, as defined below) shall be paid by the Company may, at no later than the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise latest date on which such payment may be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties made under Code Section 409A and applicable guidance issued thereunder, the Employee shall not regulations without causing such payment to be deemed deferred compensation subject to have had a Termination unless Section 409A. (b) Notwithstanding any provision to the Employee has incurred contrary, to the extent that Executive is considered a “separation from servicespecified employee” (as defined in Treasury Regulation Section 409A and Treas. Reg. §1.409A-1(h), 1.409A-1(c)(i) or any similar or successor provision) and amounts that would otherwise be payable pursuant entitled to this Agreement a payment during the six-month period immediately following beginning on Executive’s date of Separation from Service (as defined below) that is not otherwise excluded under Section 409A under the Employeeexception for short-term deferrals, separation pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exemption, the payment will not be made to Executive until the earlier of the six-month anniversary of Executive’s Termination (including Retirement) shall instead date of Separation from Service or Executive’s death, and will be accumulated and paid on the first business day after of the seventh month following the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier)of termination. For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and any reference to a termination of employment where such event gives rise to the Company and its Subsidiaries payment of deferred compensation shall have no obligation be deemed a reference to indemnify or otherwise protect the Employee a Separation from the obligation to pay any taxes pursuant to Code Section 409A.Service (as defined below).

Code Section 409A. Payments made pursuant to (a) The provisions of this Agreement are will be administered, interpreted and construed in a manner intended to be exempt from or to otherwise comply with the provisions of Code Section 409A of the Code of 1986, as amended (“Section 409A”), the regulations issued thereunder or any exception thereto (or disregarded to the extent applicable. The Program and this Agreement shall such provision cannot be administered and interpreted in a manner consistent with this intentso administered, interpreted, or construed). If the Company determines in good faith that any payments amounts to be paid to Employee under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements409A, then the Company may, at to the Company’s sole discretionextent necessary, and without adjust the Employee’s consent, amend this Agreement form and/or the timing of such payments as determined to cause it be necessary or advisable to be in compliance with Section 409A. If any payment must be delayed to comply with Code Section 409A or otherwise 409A, then the deferred payment will be exempt from Code paid at the earliest practicable date permitted by Section 409A. To Notwithstanding any provision of this agreement to the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A contrary, Employee acknowledges and applicable guidance issued thereunder, agrees that the Employee Company shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h)liable for, and amounts that would otherwise nothing provided or contained in this agreement will be payable pursuant construed to this Agreement during obligate or cause the six-month period immediately following the Employee’s Termination Company to be liable for, any tax, interest or penalties imposed on Employee related to or arising with respect to any violation of Section 409A. (including Retirementb) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement severance payment, including each individual installment payment, shall be treated as a separate payment; . Each payment is intended to be excepted from Section 409A to the maximum extent provided under Section 409A as follows: (iii) the term “as soon as administratively possible” means a period of time each payment that is scheduled to be made following the termination of Employee’s employment and within 60 days after the Termination due applicable 2 1/2 month period specified in Treas. Reg. § l.409A-l(b)(4) is intended to death or Disability be excepted under the short-term deferral exception as specified in Treas. Reg. § l.409A-l (as applicableb)(4); and (iiiii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any taxextent possible, interest, or penalties the Employee may owe payments are made as a result of compensation paid an involuntary separation, each payment that is not otherwise excepted under the short-term deferral exception is intended to be excepted under the involuntary separation pay exception as specified in Treas. Reg. § l.409A-l(b)(9)(iii). Employee shall have no right to designate the date of any payment hereunder. (c) For purposes of this Agreement, and Employee will be considered to have experienced a termination of employment only if Employee has separated from service with the Company and all of its Subsidiaries controlled group members within the meaning of Section 409A. For purposes hereof, the determination of controlled group members shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes be made pursuant to the provisions of Section 4l 4(b) and 414(c) of the Code; provided that the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Section 1563(a)(l), (2) and (3) of the Code and Treas. Reg. § l.414(c)-2. Whether Employee has separated from service will be determined based on all of the facts and circumstances and in accordance with the guidance issued under Section 409A. (d) To the extent Employee is entitled to taxable reimbursements, such reimbursements shall be made only in accordance with the following conditions: the reimbursements shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense was incurred; the amount of reimbursements in one taxable year will not affect the amount of reimbursement available in another taxable year; and the right to reimbursements shall not be subject to liquidation or exchange for another benefit. To the extent the Company provides taxable fringe benefits to Employee, the Company shall annually impute the value of such benefits to Employee.

Code Section 409A. Payments made pursuant to Notwithstanding the other provisions hereof, this Agreement are Plan is intended to be exempt from or to otherwise comply with the provisions requirements of Code Section section 409A of the Code, to the extent applicable. The Program , and this Agreement Plan shall be administered interpreted to avoid any penalty sanctions under section 409A of the Code. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted in a manner consistent to comply with this intentsection 409A of the Code and, if necessary, any such provision shall be deemed amended to comply with section 409A of the Code and regulations thereunder. If any payment or benefit cannot be provided or made at the Company determines that any time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement that are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise deferred compensation may only be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred made upon a “separation from service” under section 409A of the Code. For purposes of section 409A of the Code, each payment made under this Plan shall be treated as a separate payment. In no event may a Participant, directly or indirectly, designate the calendar year of payment. To the maximum extent permitted under section 409A of the Code, the Severance Benefits payable under this Plan are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii); provided, however, any portion of the Severance Benefits that are payable to a Participant during the six (6) month period following the Participant’s Effective Date of Termination that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of the Participant’s separation from service, the Company’s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and the Participant is a “specified employee” (as defined in Treasury Regulation §1.409A-1(hsection 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), and amounts then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that would otherwise be is payable pursuant to this Agreement during within the six-six (6) month period immediately following the EmployeeParticipant’s Effective Date of Termination with the Company (including Retirementor any successor thereto) for six (6) months following the Participant’s Effective Date of Termination with the Company (or any successor thereto). The delayed Excess Amount shall instead be paid on in a lump sum to the first business day after Participant within ten (10) days following the date that is six (6) months following the EmployeeParticipant’s Effective Date of Termination with the Company (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, any successor thereto) and any remaining installments shall continue to be paid to the extent applicable: Participant on their original schedule. If the Participant dies during such six (i6) all payments provided hereunder month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be treated as a right paid to a series the personal representative of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; Participant’s Beneficiary within sixty (ii60) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the EmployeeParticipant’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.death.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or otherwise to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Performance-Vested Restricted Stock Unit Agreement (2017) Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death Termination, Disability or Disability Change in Control (as applicable); and (iiid) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to All amounts payable under this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code "short term deferral" exception from Section 409A to of the extent applicableInternal Revenue Code ("Section 409A") specified in Treas. The Program Reg. § 1.409A-1(b)(4) (or any successor provision) or the "separation pay plan" exception specified in Treas. Reg. § 1.409A-1(b)(9) (or any successor provision), or both of them, and this Agreement shall be administered and interpreted in a manner consistent with this intentthe applicable exceptions. If Notwithstanding the Company determines foregoing, to the extent that any payments under amounts payable in accordance with this Agreement are subject to Code Section 409A and 409A, this Agreement fails shall be interpreted and administered in such a way as to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the maximum extent applicable: (i) all payments provided hereunder shall be treated as a right to a series possible. Each installment payment of separate payments and each separately identified amount to which the Employee is entitled compensation under this Agreement shall be treated as a separate payment; payment of compensation for purposes of applying Section 409A. If payment of any amount subject to Section 409A is triggered by a separation from service that occurs while you are a "specified employee" (iias defined by Section 409A) with, and if such amount is scheduled to be paid within six (6) months after such separation from service, the term “as soon as administratively possible” means a period amount shall accrue without interest and shall be paid the first business day after the end of time that is such six-month period, or, if earlier, within 60 15 days after the Termination due to death or Disability (as applicable); and (iii) the date appointment of the Employee’s Disability shall be determined by personal representative or executor of the Company your estate following the your death. "Termination of employment," "resignation “or words of similar import, as used in its sole discretion. Although this Agreement and the shall mean, with respect to any payments provided hereunder are intended subject to be exempt from or to otherwise comply with the requirements of Code Section 409A, your "separation from service" as defined by Section 409A. If any payment subject to Section 409A is contingent on the Company does not represent or warrant that delivery of a release by you and could occur in either of two years, the payment will occur in the later year. Nothing in this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe construed as a result guarantee of compensation paid any particular tax treatment to you. You shall be solely responsible for the tax consequences with respect to all amounts payable under this Agreement, and in no event shall the Company and its Subsidiaries shall have no obligation to indemnify any responsibility or otherwise protect the Employee from the obligation to pay liability if this Agreement does not meet any taxes pursuant to applicable requirements of Code Section section 409A.

Code Section 409A. Payments made The parties intend that this Agreement and the payments and benefits provided hereunder, including, without limitation, those provided pursuant to this Agreement are intended to Section 3.1 hereof, be exempt from the requirements of Section 409A of the internal Revenue Code of 1986, as amended (the “Code”) to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treas. Reg. Section 1.409A-1(b)(4), the involuntaiy separation pay plan exception described in Treas. Reg. Section 1.409A-l(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to otherwise this Agreement, the parties intend that this Agreement and any payments and benefits thereunder comply with the provisions of deferral, payout and other limitations and restrictions imposed under Code Section 409A 409A. Notwithstanding anything herein to the extent applicable. The Program and contrary, this Agreement shall be interpreted, operated and administered and interpreted in a manner consistent with this intent. If the Company determines such intentions; provided, however that in no event shall Employer or its agents, parents, subsidiaries, affiliates or successors be liable for any payments under this Agreement are subject additional tax, interest or penalty that may be imposed on Employee pursuant to Code Section 409A and or for any damages incurred by Employee as a result of this Agreement fails (or the payments or benefits hereunder) failing to comply with that section’s requirementswith, or be exempt from, Code Section 409A. Without limiting the Company may, at generality of the Company’s sole discretionforegoing, and without the Employee’s consent, amend notwithstanding any other provision of this Agreement to cause it the contrary: (a) to comply with the extent Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required is applicable to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderthis Agreement, the Employee a termination of employment shall not be deemed to have had occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a Termination termination of employment unless the Employee has incurred such termination is also a “separation from service,” as defined in Treasury Regulation §Treas. Reg. Section 1.409A-1(h), after giving effect to the presumptions contained therein (and without regard to the optional alternative definitions available therein), and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment” and like terms shall mean separation from service; (b) if at the time Employee’s employment hereunder terminates, Employee is a “specified employee” within the meaning of Code Section 409A, then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax or interest under Code Section 409A, amounts that would otherwise (but for this provision) be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is within six (6) months following the date of Employee’s Termination termination of employment shall not be paid to Employee during such period, but shall instead be paid in a lump sum on the first business day of the seventh (or 7th) month following the date on which Employee's employment terminates or, if earlier, upon the Employee’s death, if earlier). For purposes ; (c) each payment made under this Agreement shall be treated as a separate payment and the right to a series of Code Section 409A, to the extent applicable: (i) all installment payments provided hereunder under this Agreement shall be treated as a right to a series of separate payments and each separately identified amount distinct payments; and (d) nothing herein shall act to accelerate any payment to which the Employee is would otherwise be entitled if such acceleration would subject Employee to an additional tax or penalty under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to 11.7.1 To the extent applicable, it is intended that this Agreement are intended to be exempt (including all amendments hereto) either meet the requirements for exclusion from coverage under Code Section 409A, or to otherwise alternatively comply with the requirements of Code Section 409A, so that the income inclusion provisions of Code Section 409A 409A(a)(1) do not apply to the extent applicableExecutive. The Program and this This Agreement shall be interpreted and administered and interpreted in a manner consistent with this intent. If However, the Company determines does not warrant to Executive that all amounts paid or delivered to him hereunder will be exempt from, or paid in compliance with, Code Section 409A. Executive understands and agrees that he bears the entire risk of any adverse federal, state or local tax consequences and penalty taxes which may result from payment on a basis contrary to the provisions of Code Section 409A or comparable provisions of any applicable state or local income tax laws. Executive acknowledges that he has been advised to seek the advice of a tax advisor with respect to the tax consequences of all payments pursuant to this Agreement, including any adverse tax consequence under Code Section 409A and applicable state tax law. 11.7.2 To the extent that payment of amounts under this Agreement that are subject to Code Section 409A and this Agreement fails to comply with that sectionare payable upon Executive’s requirementstermination of employment, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise such amounts shall only be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred payable if such termination also constitutes a “separation from service,” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during within the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes meaning of Code Section 409A, from the Company. If the Executive is deemed on the date of his separation from service to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B), of the Company, then, notwithstanding any other provision herein, with regard to any payment that is nonqualified deferred compensation subject to Code Section 409A and that is payable on account of Executive’s “separation from service,” such payment shall not be made prior to the extent applicableearlier of (i) the expiration of six months following the date of Executive’s separation from service, and (ii) the date of the Executive’s death, following which all payments so delayed shall be paid to the Executive in a lump sum without interest. 11.7.3 Any taxable reimbursement of business or other expenses provided for under this Agreement that is subject to Code Section 409A shall be subject to the following conditions: (i) all the expenses eligible for reimbursement in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement shall not be subject to liquidation or exchange for another benefit. 11.7.4 In applying Code Section 409A to amounts paid pursuant to this Agreement, any right to a series of installment payments provided hereunder under this Agreement shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled payments. Whenever a payment under this Agreement specifies a payment period within a specified number of days, the actual date of payment within the specified period shall be treated as a separate payment; (ii) within the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None discretion of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments made pursuant to this This Agreement are is intended to be exempt from or to otherwise interpreted and applied so that the payments and benefits set forth herein shall, as applicable, comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, and, accordingly, to the Company does not represent or warrant that maximum extent permitted, this Agreement or shall be interpreted to the fullest extent possible to reflect and implement such intent. Notwithstanding anything in this Agreement and to the extent the payments provided hereunder will comply with and benefits set forth herein are subject to Code Section 409A, (i) a Termination of Service shall not be deemed to have occurred for purposes of any provision of this Agreement unless such termination is also a “separation from service” within the meaning of Code Section 409A; and (ii) a Total and Permanent Disability shall not be deemed to have occurred for purposes of any provision of this Agreement unless such disability is also a “disability” within the meaning of Code Section 409A. Notwithstanding any provision in this Agreement to the contrary, if on his or her Termination of Service, the Participant is deemed to be a “specified employee” within the meaning of Code Section 409A, any payments or benefits due upon such Termination of Service that constitutes a “deferral of compensation” within the meaning of Code Section 409A and which do not otherwise qualify under the exemptions under Treas. Reg. § 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Reg. § 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or any other provision of federal, state, local, or non-United States law. None provided to the Participant on the earlier of the Companydate which immediately follows six (6) months after the Participant’s separation from service or, its Subsidiariesif earlier, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through date of the Employee) for any tax, interest, or penalties the Employee may owe as a result Participant’s death. [Remainder of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Page Intentionally Left Blank

Code Section 409A. Payments made pursuant to this The intent of the parties is that payments and benefits under the Agreement are intended to be exempt from or to otherwise comply with the provisions Section 409A of Code Section 409A to the extent applicable. The Program and this subject thereto, and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted and be administered and interpreted to be in a manner consistent with this intentcompliance therewith. If Notwithstanding anything contained herein to the Company determines that any payments under this Agreement are subject contrary, to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderof the Code, the Employee Optionee shall not be deemed considered to have had separated from service with the Company for purposes of the Agreement and no payment shall be due to the Optionee under the Agreement on account of a Termination unless separation from service until the Employee has Optionee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in the Agreement that are due within the “short-term deferral period” as defined in Treasury Regulation §1.409A-1(h)Section 409A of the Code 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 amounts that such payment would otherwise be payable pursuant to result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement during or any other agreement of the six-month period immediately following the Employee’s Termination (including Retirement) Company, shall instead be paid made on the first business day after the date that is six (6) months following the Employee’s Termination such separation from service (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) The Company makes no representation that any or all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by payments described in the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to will be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Optionee shall be liable to solely responsible for the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result payment of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code and penalties incurred under Section 409A.

Code Section 409A. Payments made pursuant The Employer makes no representations or warranties to Employee with respect to any tax, economic or legal consequences of this Agreement are intended to be exempt from or to otherwise comply with the provisions of any payments or other benefits provided hereunder, including without limitation under Code Section 409A to the extent applicable. The Program 409A, and no provision of this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that or construed to transfer any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it liability for failure to comply with Code Section 409A or otherwise be exempt any other legal requirement from Code Section 409A. To Employee or any other person to the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderEmployer, the Employee any of its affiliates or any other person. The Employee, by executing this Agreement, shall not be deemed to have had waived any claim against the Employer, its affiliates and any other person with respect to any such tax, economic or legal consequences. However, the parties intend that this Agreement and the payments and other benefits provided hereunder shall be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-l(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-l(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement (and such payments and benefits), the parties intend that this Agreement (and such payments and benefits) shall comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a Termination unless manner consistent with such intentions. Without limiting the Employee has incurred a generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to termination of Employee’s employment are intended to mean Employee’s “separation from service,” as defined in Treasury Regulation §1.409A-1(hwithin the meaning of Code Section 409A(a)(2)(A)(i). In addition, if the Employee is a “specified employee,” within the meaning of Code Section 409A(a)(2)(B)(i), and when the Employee separates from service, within the meaning of Code Section 409A(a)(2)(A)(i), then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable pursuant to under this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) separation from service shall not be paid to Employee during such period, but shall instead be accumulated and paid to Employee (or, in the event of Employee’s death, Employee’s estate) in a lump sum on the first business day after following the earlier of (a) the date that is six (6) months following the after Employee’s Termination separation from service or (or upon the b) Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..