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 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 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 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 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 Internal Revenue Code, as amended (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 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 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 Certain compensation and benefits payable under this Agreement are intended to be exempt from or the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and regulations and other official guidance thereunder (“Code Section 409A” including without limitation applicable exclusions first for short-term deferrals and then for separation pay arrangements), and any other compensation and payments are intended to otherwise comply with the Code Section 409A. The provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered construed and interpreted in a manner consistent that compensation and benefits are either exempt from or compliant with this intent. If the Company determines that any payments under this Agreement are subject to application of Code Section 409A 409A, and this Agreement fails which does not result in additional tax or interest to comply with that section’s requirementsExecutive under Code Section 409A; provided, however, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend shall not have any liability to reimburse Executive for any liabilities under Code Section 409A. Notwithstanding any other provision of this Agreement to cause it to comply with the contrary, if upon Executive’s termination of employment Executive is a specified employee, as defined in Code Section 409A 409A(a)(2)(B), and if any portion of the payments or otherwise benefits to be exempt received by Executive upon separation from service would be considered deferred compensation under Code Section 409A, then such payments shall be delayed until the earliest of (a) the date that is at least six months after Executive terminates employment for reasons other than Executive’s death, (b) the date of Executive’s death, or (c) any earlier specified date that does not result in additional tax or interest to Executive under Code Section 409A. To As soon as practicable after the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderexpiration of such period, the Employee entire amount of the delayed payments shall not be deemed paid to have had Executive in a Termination unless single lump sum. For purposes of this Agreement, references to a termination of employment shall be construed consistently with the Employee has incurred definition of 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 under Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments 409A and each separately identified amount to which the Employee is entitled 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 . With respect to death any taxable reimbursements or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although in-kind benefits provided for under this Agreement and the payments provided hereunder are intended or otherwise payable to be exempt from or to otherwise comply with the requirements of Code Section 409AExecutive, the Company does (a) shall make all such reimbursements no later than Executive’s taxable year following the taxable year in which the expense was incurred, (b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not represent affect the expenses eligible for reimbursement, or warrant that in-kind benefits to be provided, in any other calendar year, and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for other benefits. Each payment and benefit payable under this Agreement or the is intended to constitute separate payments provided hereunder will comply with Code for purposes of Section 409A or any other provision of federal, state, local, or non-United States law. None l.409A-2(b)(2) 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.Treasury Regulations.

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 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 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 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 27 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 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 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 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 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 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 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 Participant 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 Participant under the 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 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 Participant 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 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 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 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 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 Participant 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 Participant under the 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 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 Participant 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 under this Agreementa Substantial Corporate Change, 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 made pursuant to this 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 and its corresponding regulations, 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)an exemption, and amounts that would otherwise payments may only be payable pursuant to made under 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 an event and in a manner permitted by Code Section 409A, to the extent applicable: (i) all . Payment of the Incentive Amount under the Agreement is intended to be exempt from Code Section 409A under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. All payments provided hereunder to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding anything in this Agreement to the contrary, if required by Code Section 409A, if the Executive is considered a “specified employee” for purposes of Code Section 409A and each separately identified amount to which the Employee is entitled if payment of any amounts under this Agreement shall is required to be treated as a separate payment; (ii) the term “as soon as administratively possible” means delayed for a period of time that is six months after separation from service pursuant to Code Section 409A, payment of such amounts shall be delayed as required by Code Section 409A, and the accumulated amounts shall be paid in a lump sum payment within 60 ten days after the Termination due end of the six-month period. If the Executive dies during the postponement period prior to death or Disability the payment of benefits, the amounts withheld on account of Code Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (as applicable); and (iii60) days after the date of the EmployeeExecutive’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 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 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 409A409A and the regulations thereunder, and shall be interpreted in accordance with such intention. In the Company does not represent or warrant that event this Agreement or any benefit paid to Executive hereunder is deemed to be subject to Code Section 409A, Executive consents to the payments provided hereunder will Company adopting such conforming amendments as the Company deems necessary, in its reasonable discretion, to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. While it is intended that all payments and benefits provided under this Agreement will be exempt from or comply with Code Section 409A, the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Code Section 409A. The Company will have no liability to Executive or any other provision of federal, state, local, party if a payment or non-United States lawbenefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall Executive further understands and agrees that Executive will be liable to the Employee (or any other individual claiming a benefit through the Employee) entirely responsible for any tax, interest, or penalties the Employee may owe and all taxes on any benefits payable to Executive as a result of compensation paid this Agreement. In addition, if Executive is a “specified employee” (within the meaning of Code Section 409A) at the time of his separation from service, then to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the payment of certain benefits owed to Executive under this Agreement, Agreement will be delayed and instead paid (without interest) to Executive upon the earlier of the first business day of the seventh month following Executive’s separation from service or ten (10) days after the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect receives written confirmation of the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Executive’s death.

Code Section 409A. Payments made pursuant to (a) It is intended that this Agreement are intended to be exempt from or to otherwise shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject the Executive to the extent applicable. The Program payment of interest and penalties under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered and interpreted by the Company in a manner consistent with this intent. If these intentions, and to the Company determines extent that any payments regulations or other guidance issued under this Agreement are subject to Code Section 409A and this Agreement fails would result in the Executive being subject to comply with that section’s requirementspayment of additional income taxes or interest or penalties under Code Section 409A, the Company may, at and the Company’s sole discretion, and without the Employee’s consent, Executive agree to amend this Agreement to cause it maintain to comply with Code Section 409A the maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax interest or penalties under Code Section 409A 409A. (b) Notwithstanding anything to the contrary contained in this Agreement, all reimbursements for costs 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 expenses under this Agreement during shall be paid in no event later than the six-month period immediately end of the taxable year following the Employee’s Termination (including Retirement) shall instead be paid on taxable year in which the first business day after the date Executive incurs such expense. With regard to any provision herein that is six (6) months following the Employee’s Termination (provides for reimbursement of costs and expense or upon the Employee’s deathin-kind benefits, if earlier). For purposes of except as permitted by Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a the right to a series reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefits and (ii) the amount of separate payments and each separately identified amount expenses eligible for reimbursements or in-kind benefit provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to which the Employee is entitled be provided in any other taxable year. (c) If, under this Agreement Agreement, an amount is paid in 2 or more installments, each installment 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 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 made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A The Committee shall to the extent applicable. The Program applicable interpret and construe 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 discretionCode Section 409A, and without to the Employee’s consent, extent required a Change in Control shall be limited to a Change in Control that complies with Code Section 409A. The Committee may interpret or amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. without the Participant’s consent even if such amendment would have an adverse effect on this Agreement. To the extent required under Code Section 409A, in the case of any Participant who is specified employee, a distribution on account of a separation from service may not be made before the date which is six months after the date of the Participant’s separation from service (or, if earlier, the date of the Participant’s death). For purposes of the foregoing and to avoid accelerated taxation and/or tax penalties the extent required by Code Section 409A with respect to an Agreement, the terms “separation from service” and “specified employee” all shall be defined in the same manner as those terms are defined for purposes of Section 409A of the Code, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that are applicable to the Agreement as determined by the Committee. Furthermore, to the extent required under Code Section 409A, none of the Company, the Committee or Board shall have any discretion otherwise provided in the Plan or herein to the extent such discretion is prohibited under Code Section 409A and applicable guidance issued thereunderfor compliance with Code Section 409A with respect to deferred compensation including, without limitation, any discretion to accelerate or substitute as permitted under the Employee Plan or determine an event is or is not a Change in Control. Notwithstanding anything in this Agreement or elsewhere to the contrary, 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 any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Section 409A upon or following a Termination termination of Participant’s employment unless the Employee has incurred such termination is also a “separation from service” as defined in Treasury Regulation §1.409A-1(h)within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and amounts that would otherwise the date of such separation from service shall be payable pursuant the date of termination for purposes of any such payment or benefits. Notwithstanding the foregoing, none of the Company, any Affiliate or any officer, director, employee, shareholder or any agent of any of them guarantees or is responsible for the tax consequences to the Participant with respect to this Agreement during under the six-month period immediately following Plan and the Employee’s Termination (administration of the Plan, including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (without limitation, any excise or upon the Employee’s death, if earlier). For purposes of penalty tax or interest under Code Section 409A, 409A. Participant is advised to the extent applicable: (i) all payments provided hereunder shall be treated as a right consult Participant’s tax advisor with respect 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 tax consequences of Code Section 409A, the Company does not represent or warrant that this Agreement or the and any 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.hereunder.

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 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 The intent of the Holder and the Company is that payments and benefits under this Award Agreement and the Award be exempt from, or comply with, Section 409A of the Code, and accordingly, to the maximum extent permitted, this Award Agreement are intended and the Award shall be interpreted and administered to be exempt from or to otherwise comply with in accordance therewith. Each payment under this Award Agreement and the provisions Award shall be construed as a separate identified payment for purposes of Code Section 409A of the Code, and any payments described in this Award Agreement and the Award that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, to the extent applicable. The Program and this Agreement shall be administered and interpreted required 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 order to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderof the Code, (a) the Employee Holder shall not be deemed considered to have had a Termination unless terminated employment for purposes of this Award Agreement and no payments shall be due to the Employee has Holder under this Award Agreement that are payable upon the Holder’s termination of employment until the Holder would be considered to have incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), from the Company within the meaning of Section 409A of the Code and (b) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Award Agreement and the Award during the six-month period immediately following the EmployeeHolder’s Termination (including Retirement) separation from service shall instead be paid on the first business day after the date that is six (6) months following the EmployeeHolder’s Termination separation from service (or upon the Employee’s deathor, 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.Holder’s death).

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, in the absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that is subject to Section 409A, such payment (to the extent subject to Section 409A) 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 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 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 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 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 made pursuant to this This Agreement and the severance pay and other benefits provided hereunder are intended 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 be exempt from or to otherwise it will 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 Neither the Company, its Subsidiariessubsidiaries, or nor their respective directors, officers, employees or advisers shall be liable to the Employee Executive (or any other individual claiming a benefit through the EmployeeExecutive) for any tax, interest, or penalties the Employee Executive may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries subsidiaries shall have no obligation to indemnify or otherwise protect the Employee Executive from the obligation to pay any taxes pursuant to Code Section 409A.409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a “specified employee” under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive’s death or (ii) the date that is six months and one day following the date of the Termination of Executive’s Employment (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 14 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 14 shall be payable in accordance with their original payment schedule.

Code Section 409A. 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 the provisions applicable requirements, if any, of Section 409A of the Internal Revenue Code of 1986, as amended, and the notices, regulations and other guidance of general applicability issued thereunder ("Code Section 409A 409A"), and this Agreement will be interpreted in a manner that will preclude the imposition of additional taxes and interest imposed under Code Section 409A. In all cases, for purposes of compliance with Code Section 409A, "termination of employment" will have the same meaning as "separation from service" as defined in Code Section 409A. Each payment made or to the extent applicable. The Program and be made under this Agreement shall be administered and interpreted in treated as 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 discretionseparate payment, and without the Employee’s consent, amend this Agreement right 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 series of Code Section 409A, to the extent applicable: (i) all installment payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount payments. In the event that a payment or benefit payable 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 not compliant with 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, then the Company does not represent or warrant that Parties agree to modify this Agreement or so that the payments provided hereunder will comply and benefits are exempt from and/or compliant with Code Section 409A 409A, and to do so in a way that preserves Employee’s entitlement to and the value of such payments and benefits to the maximum extent possible. In the event that any payment(s) or any other provision benefits under this Agreement are conditioned upon Employee’s signing and not revoking a release of federal, state, local, or non-United States law. None claims in favor of the Company, its Subsidiariesand the period Employee has to sign and/or revoke such release spans two calendar years, or their respective directors, officers, employees or advisers shall be liable to the Employee Company will pay (or any other individual claiming a benefit through begin paying you, as applicable) such payments(s) as soon as possible but in no event earlier than the Employee) for any tax, interest, or penalties the Employee may owe as a result beginning 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.such second calendar year.

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 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 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 The parties intend that this Agreement are intended to and the benefits provided hereunder be exempt from or to otherwise comply with the provisions requirements of Code Section 409A to the maximum extent applicablepossible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. The Program To the extent Code Section 409A is applicable to this Agreement, the parties intend that this Agreement 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 and interpreted in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this intent. If Agreement to the Company determines that contrary, with respect to any payments and benefits under this Agreement are subject to which Code Section 409A and this Agreement fails to comply with that section’s requirementsapplies, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend all references in this Agreement to cause it the termination of the Executive's employment or separation from service are intended to comply with mean the Executive's "separation from service," within the meaning of Code Section 409A(a)(2)(A)(i). In addition, if the Executive is a "specified employee" within the meaning of Code Section 409A or otherwise be exempt at the time of the Executive's separation from Code Section 409A. To service, then to the extent required necessary to avoid accelerated taxation and/or subjecting the Executive to the imposition of any additional 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 amounts that would otherwise be payable pursuant to under this Agreement based on the Executive's separation from service, shall not be paid to the Executive during the six-month period immediately following the Employee’s Termination (including Retirement) Executive's separation from service, but shall instead be accumulated and paid to the Executive (or, in the event of the Executive's death, the Executive's estate) in a lump sum on the first business day after the earlier of the date that is six (6) months following the Employee’s Termination (Executive's separation from service or upon the Employee’s Executive's death. No additional interest or earnings shall be due on such amounts during such six-month period, if earlier)except as otherwise specified by this Agreement. For purposes of Code Section 409AThis Agreement shall be deemed to be amended, and any deferrals and distributions hereunder shall be deemed to be modified, to the extent applicable: (i) all payments provided hereunder shall be treated as a right permitted by and necessary 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 and to avoid or any other mitigate the imposition of additional taxes under Code Section 409A. Notwithstanding the foregoing, no provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers this Agreement shall be liable interpreted or construed to transfer any liability for failure to comply with Code Section 409A from the Employee (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 or any of its Affiliated Companies. 13. New Section 13(a) is amended to read in its entirety as follows: (a) This Agreement shall be governed by and its Subsidiaries construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws, except to the extent preempted by federal law. The captions of this Agreement are not part of the provisions hereof and shall have no obligation to indemnify force or effect. This Agreement may not be amended or modified otherwise protect than by a written agreement executed by the Employee from the obligation to pay any taxes pursuant to Code Section 409A.parties hereto or their respective successors and legal representatives.

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 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 (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 In paying the amounts specified above, I acknowledge that the Company makes no representation as to the tax consequences or liability arising from said payments including, without limitation, under Section 409A of the Internal Revenue Code of 1986, as amended ("Code"). I agree to pay any and all income, excise, and other federal, state, and local taxes which may be determined to be due in connection with the payments described above. The parties acknowledge that the severance benefits payable under this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A of the Code and the regulations and guidance promulgated thereunder to the extent applicable. The Program and Company shall be entitled to report such payments as required under the Code or any provision of U.S., state, local, or non-U.S. tax law. All payments to be made upon a termination of employment under this Agreement shall may only be administered and interpreted in made upon a manner consistent with this intent"separation from service" under section 409A of the Code. If For purposes of section 409A of the Company determines that any Code, the right to receive a series of installment 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 payments. Further, for purposes of the limitations on nonqualified deferred compensation under section 409A of the Code, each separately identified amount to which the Employee is entitled payment of compensation under this Agreement shall be treated as a separate payment; . In no event may I, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provisions in the Agreement to the contrary, I acknowledge that I am a "specified employee" (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 meaning of Code Section 409A) as of the effective date of my separation from service with the Company, and, as a result, distribution of the Company does termination benefits specified herein (to the extent that they are subject to and not represent otherwise exempt or warrant that this Agreement or the payments provided hereunder will comply with excepted from Code Section 409A or any other provision (e.g., under the short-term deferral exception and/or the severance pay exception)) shall not commence earlier than six months after the effective date of federal, state, local, or non-United States law. None of my separation from service with the Company, its Subsidiaries, or their respective directors, officers, employees or advisers . Payments delayed by the preceding sentence shall be liable to accumulated and paid on the Employee (or any other individual claiming a benefit through earliest administratively feasible date permitted by such sentence. Benefits delayed by this provision shall commence on 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.day after such delay.

Code Section 409A. Payments made pursuant (a) This Agreement is intended to meet the requirements of Section 409A of the Code and the regulations and Treasury guidance promulgated thereunder (“Section 409A”) with respect to amounts subject thereto and will be interpreted and construed consistent with that intent. To the extent that any provision in this Agreement are intended is ambiguous as to its compliance with Section 409A, or to the extent any provision in this Agreement must be modified to comply with Section 409A, such provision shall be read in such a manner so that no payment due to Executive shall be subject to an “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. The Company shall not be liable for any determination made in good faith, that a payment of compensation is exempt from or compliant with Section 409A. (b) Notwithstanding anything in this Agreement to otherwise the contrary: (i) if, at the time of termination of Executive’s employment hereunder, Executive is deemed to be a “specified employee” of the Company within the meaning of Section 409A, then (x) only to the extent necessary to comply with the provisions requirements 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 409A, any payments to which Executive is entitled under this Agreement in connection with such termination 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 not otherwise be exempt from Code its application) will be withheld until the first business day of the seventh month following the date of such termination (the “Delayed Payment Date”), (y) on the Delayed Payment Date, Executive will receive a lump sum payment in an amount equal to the aggregate amount of such payments that otherwise would have been made to Executive prior to the Delayed Payment Date and (z) following the Delayed Payment Date, Executive will receive the payments otherwise due to Executive in accordance with the payment terms and schedule set forth herein; (ii) with respect to a payment of “deferred compensation” (as defined in Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder409A) triggered by a termination of employment, the Employee shall not a termination of employment will be deemed not to have had a Termination unless the Employee has incurred occurred until such time as Executive incurs a “separation from service” as defined with the Company 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 accordance with Section 409A; (including Retirementiii) 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 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to each payment in a series of separate installment payments and each separately identified amount to which the Employee is entitled provided under this Agreement shall will be treated as a separate payment; ; (iiiv) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination any reimbursement for tax 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 such as pursuant to a provision providing for a tax gross-up (including any reimbursement due under Section 11 of this Agreement), shall be made by the Company as required but in no event later than the end of the year in which the underlying tax payment was made; and (v) no expenses eligible for reimbursement, or in-kind benefits provided, to Executive under this Agreement during any calendar year will affect the amounts eligible for reimbursement in any other calendar year, to the extent subject to the requirements of Section 409A, and its Subsidiaries shall have no obligation such right to indemnify reimbursement or otherwise protect the Employee from the obligation in-kind benefits will be subject to pay liquidation or exchange for any taxes pursuant to Code Section 409A.other 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 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 (a) This Agreement may be amended to the extent necessary (including retroactively) by the Employer, without Executive’s consent, to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement, provided that the Employer is under no obligation to amend this Agreement are intended to be exempt from or to otherwise comply with the provisions for purposes of Code Section 409A 409A. If it is determined that any payments or benefits due hereunder upon Executive’s termination of employment are subject to Code Section 409A, no such payments or benefits shall be payable unless such termination constitutes a “separation from service” within the meaning 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 Agreement are subject to Code Section 409A 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Section 16 shall not be construed as a guarantee of any particular tax effect for Executive’s benefits under this Agreement fails to comply with and the Employer does not guarantee that section’s requirements, any such benefits will satisfy the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with provisions of Code Section 409A or otherwise be exempt from Code Section 409A. To any other provision 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 “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)Code. For purposes of Code Section 409A, each payment hereunder and any installment payments shall be deemed separate payments. (b) Notwithstanding any provision of this Agreement to the contrary, if Executive is determined to be a “specified employee” (as defined in Code Section 409A) as of the Termination Date, then the six (6)-month payment delay rule under Code Section 409A shall apply as set forth therein, to the extent applicable: (i) all . All delayed payments provided hereunder shall be treated accumulated and paid in a lump-sum payment as a right of the first day of the seventh month following the Termination Date (or, if earlier, as of Executive’s death). Any portion of the benefits hereunder that were not otherwise due to a series of separate payments and each separately identified amount to which be paid during the Employee is entitled under this Agreement six (6)-month period following the Termination Date 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 paid to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company Executive 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) 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.payment schedule established herein.

Code Section 409A. Payments made pursuant to (a) 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 or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will be exempt form or the payments provided hereunder will otherwise comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of Neither the Company, its Subsidiariesaffiliates, or nor their respective directors, officers, employees or advisers shall be liable to the Employee Executive (or any other individual claiming a benefit through the EmployeeExecutive) for any tax, interest, or penalties the Employee Executive 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 or otherwise protect the Employee Executive from the obligation to pay any taxes pursuant to Code Section 409A or otherwise. (b) Notwithstanding any provision of this Agreement to the contrary, in the event that any payment to the Executive or any benefit hereunder is made upon, or as a result of the Executive’s termination of employment, and the Executive is a “specified employee” (as that term is defined under Code Section 409A) at the time Executive 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 the Executive under this Agreement until the date that is the earlier to occur of (i) the Executive’s death, or (ii) six (6) months and one (1) day following his termination of employment (the “Delay Period”). Any payments which the Executive would otherwise have received during the Delay Period shall be payable to the Executive in a lump sum on the 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. Each payment of severance under Section 3(f) will be treated as a separate payment for purposes of Code Section 409A. (c) Any reimbursements by the Company to the Executive 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 the Executive’s 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 the Executive under this Agreement, other than in-kind benefits that would otherwise be exempt from income or the application of Code Section 409A, during any of the Executive’s taxable years will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other of his taxable years. The right to Reimbursements, or in-kind benefits, will not be subject to liquidation or exchange for another benefit. Any of the Executive’s eligible gross-up amount required under this Agreement will be paid to the Executive no later than at the end of the Executive’s taxable year following the Executive’s taxable year in which the related taxes are remitted by the Executive to the relevant taxing authority.

Code Section 409A. Payments made pursuant to It is intended that any amounts payable under this Agreement are will either be exempt from Section 409A of the Code (including Treasury regulations and other published guidance related thereto) or will otherwise comply with such Section so as not to subject you to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provision of this Agreement will be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to you. The termination of your employment with the Company on 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 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 an “involuntary termination” for purposes of Section 409A of 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)Code. For purposes of Code Section 409A, your 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 and, accordingly, each separately identified amount to which the Employee is entitled under this Agreement installment payment hereunder shall at all times be treated as considered a separate and distinct payment; . Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon a “separation from service” set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of your “separation from service” with the Company, (ii) the term “as soon as administratively possible” means a period date of time that is within 60 days after the Termination due to your death or Disability (as applicable); and (iii) such earlier date as permitted under Section 409A without the date imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. Notwithstanding the foregoing, the Company makes no representation or warranty and will have no liability to you or to any other person if any of the Employee’s Disability shall be provisions of the Agreement are determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or constitute deferred compensation subject to otherwise comply with the requirements of Code Section 409A, the Company does but that do not represent or warrant that this Agreement satisfy an exemption from, or the payments provided hereunder will comply with Code Section 409A or any other provision of federalconditions of, 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.that section.

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 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 This Agreement is intended to be interpreted and operated to the fullest extent possible so that the payments and benefits under this Agreement either shall be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) or shall comply with the requirements of Code Section 409A. All options granted pursuant to the terms of this Agreement are intended to be exempt from Section 409A pursuant to Treasury Regulation §1.409A-1(b)(4) or §1.409A-1(b)(5). Payments payable under this Agreement triggered by a termination of employment that are deferred compensation subject to (but not otherwise comply with exempt from) Code Section 409A shall not be made unless such termination of employment constitutes a separation from service within the provisions meaning of Code Section 409A. Notwithstanding any other provision in this Agreement to the contrary, if the Executive is a “specified employee” on the date of his separation from service within the meaning 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), payments and amounts benefits payable under this Agreement due to a separation from service that are deferred compensation subject to (but not otherwise exempt from) Code Section 409A that would otherwise be payable pursuant to this Agreement paid or provided during the six-month period immediately commencing on the separation from service, will be deferred until the first day of the seventh month following the Employee’s Termination (including Retirement) shall instead be paid on separation from service if such deferral is necessary to avoid 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 additional tax under Code Section 409A, to 409A. In the extent applicable: (i) all payments provided hereunder shall be treated as a right to case of a series of separate payments and each separately identified amount payments, the first payment shall include the amounts the Executive would have been entitled to which receive during the Employee is entitled six-month waiting period. Each payment made under this Agreement shall be treated designated as a “separate payment; (ii) ” within the term “as soon as administratively possible” means a period meaning of time that code Section 409A. If the Executive’s taxable year is within 60 days after other than the Termination due calendar year, then, 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 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 term “calendar year” (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 when used in this Agreement, and ) shall instead mean 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.Executive’s taxable year.

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); (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 this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A The Committee shall to the extent applicable. The Program applicable interpret and construe 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 Award to comply with Code Section 409A or otherwise and Section 24 of the Plan, and to the extent required a Change in Control shall be exempt from limited to a Change in Control that complies with Code Section 409A. The Committee may interpret or amend this Award to comply with Code Section 409A without the Participant’s consent even if such amendment would have an adverse effect on this Award. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder409A, in the case of any Participant who is specified employee, a distribution on account of a separation from service may not be made before the date which is six months after the date of the Participant’s separation from service (or, if earlier, the Employee shall not be deemed date of the Participant’s death). For purposes of the foregoing and to have had a Termination unless the Employee has incurred a extent required by Code Section 409A with respect to an Award, the terms “separation from service” as and “specified employee” all shall be defined in Treasury Regulation §1.409A-1(h)the same manner as those terms are defined for purposes of Section 409A of the Code, and amounts the limitations set forth herein shall be applied in such manner 11202773v2 (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that would otherwise be payable pursuant are applicable to this Agreement during the six-month period immediately following Award as determined by the Employee’s Termination (including Retirement) shall instead be paid on Committee. Furthermore, to 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 extent required under Code Section 409A, none of the Company, the Committee or Board shall have any discretion otherwise provided in the Plan or herein 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 such discretion is entitled prohibited 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 409A for compliance with Code Section 409A with respect to deferred compensation including, without limitation, any discretion to accelerate or any other provision of federalsubstitute as permitted under the Plan or determine an event is or is not a Change in Control. Notwithstanding the foregoing, state, local, or non-United States law. None none of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (any Affiliate or any other individual claiming officer, director, employee, shareholder or any agent of any of them guarantees or is responsible for the tax consequences to a benefit through Participant with respect to this Award under the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, Plan and the Company and its Subsidiaries shall have no obligation to indemnify administration of the Plan, including without limitation, any excise or otherwise protect the Employee from the obligation to pay any taxes pursuant to penalty tax or interest under Code Section 409A.409A. Participant is advised to consult Participant’s tax advisor with respect to this Award and the tax consequences of this Award of RSUs and any payments hereunder.

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 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 (a) This Agreement may be amended to the extent necessary (including retroactively) by the Employer, without Executive’s consent, to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement, provided that the Employer is under no obligation to amend this Agreement are intended to be exempt from or to otherwise comply with the provisions for purposes of Code Section 409A 409A. If it is determined that any payments or benefits due hereunder upon Executive’s termination of employment are subject to Code Section 409A, no such payments or benefits shall be payable unless such termination constitutes a “separation from service” within the meaning 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 Agreement are subject to Code Section 409A 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Section ‎16 shall not be construed as a guarantee of any particular tax effect for Executive’s benefits under this Agreement fails to comply with and the Employer does not guarantee that section’s requirements, any such benefits will satisfy the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with provisions of Code Section 409A or otherwise be exempt from Code Section 409A. To any other provision 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 “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)Code. For purposes of Code Section 409A, each payment hereunder and any installment payments shall be deemed separate payments. (b) Notwithstanding any provision of this Agreement to the contrary, if Executive is determined to be a “specified employee” (as defined in Code Section 409A) as of the Termination Date, then the six (6)-month payment delay rule under Code Section 409A shall apply as set forth therein, to the extent applicable: (i) all . All delayed payments provided hereunder shall be treated accumulated and paid in a lump-sum payment as a right of the first day of the seventh month following the Termination Date (or, if earlier, as of Executive’s death). Any portion of the benefits hereunder that were not otherwise due to a series of separate payments and each separately identified amount to which be paid during the Employee is entitled under this Agreement six (6)-month period following the Termination Date 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 paid to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company Executive 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) 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.payment schedule established herein.

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 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 to (i) The intent of the parties is that the 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 of the Code, 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 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 sectioncompliance therewith. (ii) 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(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 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) the term “payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as soon permitted under Section 409A. Except as administratively possible” means a period of time that is within 60 days after the Termination due otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to death or Disability (as applicable); and Section 409A. (iii) To the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although extent that any reimbursements under this Agreement and the payments provided hereunder are intended subject to be exempt from or to otherwise comply with the requirements of Code Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the Company does year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year and the amount of in-kind benefits provided in one year shall not represent affect the amount eligible for reimbursement or warrant that in-kind benefits to be provided in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement or in-kind benefits under this Agreement will not be subject to liquidation 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) 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 The parties intend that Executive shall not be subject to this Agreement are intended to be exempt from or to otherwise comply with the provisions payment of Code additional taxes and interest under Section 409A of the Code with respect to any of the payments or benefits being made to Executive under this Agreement. In furtherance of this intent, and notwithstanding anything to the extent applicable. The Program and contrary in this Agreement, this Agreement shall be interpreted, operated, and administered and interpreted in a manner consistent with these intentions, and the payment of consideration, compensation, and benefits pursuant to this intent. If Agreement shall be interpreted and administered in a manner intended to avoid the Company determines that imposition of additional taxes under Section 409A of the Code. (a) Notwithstanding any payments provision to the contrary in this Agreement, no payment or distribution under this Agreement are subject to Code which constitutes an item of deferred compensation under Section 409A of the Code and this Agreement fails to comply becomes payable by reason of Executive’s termination of employment with that section’s requirements, the Company may, at the Companywill be made to Executive unless 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 termination of employment constitutes a “separation from service” (as such term is defined in Treasury Regulation §1.409A-1(hRegulations issued under Section 409A of the Code). (b) In addition, no such payment or distribution will be made to Executive prior to the earlier of (i) the expiration of the six (6)-month period (the “Six-Month Delay”) measured from the date of Executive’s “separation from service” (as such term is defined in Treasury Regulations issued under Section 409A of the Code) or (ii) the date of Executive’s death, if Executive is deemed at the time of such separation from service to be a “key employee” within the meaning of that term under Section 416(i) of the Code and amounts that would to the extent such delayed commencement is otherwise be payable required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code. All payments and benefits which had been delayed pursuant to this Agreement during the immediately preceding sentence shall be paid to Executive in a lump sum upon expiration of such 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 deathor, if earlier, upon the Executive’s death). For purposes of Code Section 409A. (c) Notwithstanding the foregoing provisions, to the extent applicable: permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be “deferred compensation” subject to Section 409A and the Six-Month Delay to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4) and (ib)(9) all payments provided hereunder shall be treated as a right to a series of separate payments and any other applicable exception or provision under Section 409A. Further, each separately identified amount to which the Employee is entitled individual installment payment that becomes payable 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 under Section 409A409A. Specifically, 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 extent the provisions of Treasury Regulation Section 1.409A-1(b)(9) are applicable to 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 installment payment that becomes payable under this Agreement, the portion of the such payment that is less than the limit prescribed under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) (or any successor provision) (the “Separation Pay Amount”) shall be payable to the Executive in the manner prescribed herein without any regard to the Six-Month Delay. (d) To the extent that any reimbursable expenses hereunder (including, without limitation, expenses paid or reimbursed under Section 2) are deemed to constitute compensation to Executive, such expenses shall be paid or reimbursed reasonably promptly, but not later than by December 31 of the year following the year in which the expense was incurred. The amount of such expenses eligible for reimbursement in one calendar year shall not affect the amount of expenses eligible for reimbursement in any other calendar year, and the Company and its Subsidiaries Executive’s right to reimbursement of any such expenses shall have no obligation not be subject to indemnify liquidation or otherwise protect the Employee from the obligation to pay exchange for any taxes pursuant to Code Section 409A.other benefit.

Code Section 409A. Payments made pursuant In paying the amounts specified above, I acknowledge that the Company makes no representation as to the tax consequences or liability arising from said payments including, without limitation, under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). I agree to pay any and all income, excise, and other federal, state, and local taxes which may be determined to be due in connection with the payments described above. The parties acknowledge that the severance benefits payable under this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A of the Code and the regulations and guidance promulgated thereunder to the extent applicable. The Program and this Agreement Company shall be administered and interpreted in entitled to report such payments as required under the Code or any provision of U.S., state, local, or non-U.S. tax law. All payments to be made upon a manner consistent with this intent. If the Company determines that any payments termination of employment 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 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” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during under section 409A of 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)Code. For purposes of Code Section 409Asection 409A of the Code, the right to the extent applicable: (i) all receive a series of installment payments provided hereunder under this Agreement shall be treated as a right to a series of separate payments and payments. Further, for purposes of the limitations on nonqualified deferred compensation under section 409A of the Code, each separately identified amount to which the Employee is entitled payment of compensation under this Agreement shall be treated as a separate payment; . In no event may I, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provisions in the Agreement to the contrary, I acknowledge that I am a “specified employee” (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 meaning of Code Section 409A) as of the effective date of my separation from service with the Company, and, as a result, distribution of the Company does termination benefits specified herein (to the extent that they are subject to and not represent otherwise exempt or warrant that this Agreement or the payments provided hereunder will comply with excepted from Code Section 409A or any other provision (e.g., under the short-term deferral exception and/or the severance pay exception)) shall not commence earlier than six months after the effective date of federal, state, local, or non-United States law. None of my separation from service with the Company, its Subsidiaries, or their respective directors, officers, employees or advisers . Payments delayed by the preceding sentence shall be liable to accumulated and paid on the Employee (or any other individual claiming a benefit through earliest administratively feasible date permitted by such sentence. Benefits delayed by this provision shall commence on the day after such delay. 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 This Agreement is intended to comply with Section 409A of the Internal Revenue Code, as amended (“Code Section 409A”), or an exemption thereunder, and shall be construed and administered in accordance with Code Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement are intended may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. To the extent that any provision hereunder is ambiguous as to its compliance with Code Section 409A, the provision shall be exempt interpreted in a manner so that no amount payable to Executive shall be subject to an “additional tax” within the meaning of Code Section 409A. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or to otherwise comply with the provisions of as a short-term deferral shall be excluded from Code Section 409A to the maximum 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)possible. For purposes of Code Section 409A, to the extent applicable: (i) all payments each installment payment, if any, 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) . Any payments to be made under this Agreement upon a termination of employment shall only be made upon a Separation from Service under Code Section 409A. Notwithstanding the 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 foregoing, the Company in its sole discretion. Although makes no representations that the payments and benefits provided under 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 in no event shall the Company does not represent be liable for all or warrant any portion of any taxes, penalties, interest or other expenses that this Agreement or the payments provided hereunder will comply may be incurred by Executive on account of non-compliance with Code Section 409A or any other provision of federal409A. Notwithstanding anything herein to the contrary (but giving effect to the foregoing sentence), state(i) if, localon the Termination Date, or non-United States law. None Executive is a “specified employee” as defined in Code Section 409A, and the deferral of the Company, its Subsidiaries, commencement of any payments or their respective directors, officers, employees benefits otherwise payable hereunder or advisers shall be liable to otherwise by the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe Company as a result of compensation such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder or otherwise (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is the first business day of the seventh month following the Separation from Service (or the earliest date as is permitted under Code Section 409A) and interest shall be payable thereon at one hundred percent (100%) of the applicable federal rate, and (ii) if any other payments of money or other benefits due to Executive hereunder or otherwise could cause the application of an accelerated or additional tax under Code Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Code Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that preserves the economic benefit and original intent thereof but does not cause such an accelerated or additional tax. To the extent that this Section 14 conflicts with any provision in the Employment 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 terms of this Section 409A.14 will control.

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); (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 Performance-Vested Restricted Stock Unit Agreement (2021) 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 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”, “ceases to be in Continuous Service with”, “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) interpreted and administered in accordance with the term “as soon as administratively possible” means a period of time intent that is within 60 days after the Termination due Participant not be subject to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by tax under Section 409A. Neither the Company in nor any of 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 Subsidiaries 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 its Subsidiaries 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 (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. § 1.409A-l(b)(4) is intended to death or Disability (be excepted under the short-term deferral exception as applicablespecified in Treas. Reg. § 1.409A-l(b)(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. § 1.409A-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 414(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. § 1.414(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 this 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 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 409A409A and the regulations thereunder, and shall be interpreted in accordance with such intention. In the Company does not represent or warrant that event this Agreement or any benefit paid to Executive hereunder is deemed to be subject to Code Section 409A, Executive consents to the payments provided hereunder will Company adopting such conforming amendments as the Company deems necessary, in its reasonable discretion, to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. While it is intended that all payments and benefits provided under this Agreement will be exempt from or comply with Code Section 409A, the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Code Section 409A. The Company will have no liability to Executive or any other provision of federal, state, local, party if a payment or non-United States lawbenefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall Executive further understands and agrees that Executive will be liable to the Employee (or any other individual claiming a benefit through the Employee) entirely responsible for any tax, interest, or penalties the Employee may owe and all taxes on any benefits payable to Executive as a result of compensation paid this Agreement. In addition, if Executive is a “specified employee” (within the meaning of Code Section 409A) at the time of his/her separation from service, then to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the payment of certain benefits owed to Executive under this Agreement, Agreement will be delayed and instead paid (without interest) to Executive upon the earlier of the first business day of the seventh month following Executive’s separation from service or ten (10) days after the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect receives written confirmation of the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Executive’s death.

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 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 (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 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-1 (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-tem1 deferral exception is intended to be excepted under the involuntary separation pay exception as specified in Treas. Reg. § l.409A-l(b)(9)(iii). Employee shall have no right to designate the date of any payment hereunder. (c) For purposes of this Agreement, 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 41 4(b) and 414(c) of the Code; provided that the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Section l563(a)(l), (2) and (3) of the Code and Treas. Reg.§ l.414(c)-2. Whether Employee has separated from service will be determined based on all of the 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 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 The 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 benefits under the Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that will qualify for 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 available exceptions 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 thereunderthe Agreement shall be interpreted accordingly. Without limiting the generality of the foregoing and notwithstanding any other provision of the Agreement to the contrary, (i) with respect to any payments and benefits under the Employee shall not be deemed Agreement to have had a Termination unless which Code Section 409A applies, all references in the Employee has incurred a Agreement to termination of Executive’s employment are intended to 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 the Agreement shall be treated as a separate payment and the right to a series of installment payments under the extent applicable: (i) all payments provided hereunder 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 under this Agreement made after the two-times pay exception ceases to be available shall be treated subject to delay (if necessary) as provided for “specified employees” below. If Executive is a separate payment“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 the 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 paid to Executive (or, in the event of Executive’s death, to Executive’s estate) in a lump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service or Executive’s death. To the extent any reimbursements or in-kind benefits due to Executive under the 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 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 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 The parties intend this Agreement are intended to be either exempt from or to otherwise comply compliant with the provisions of Code Section 409A to of the extent applicable. The Program Code, as amended, and the regulations promulgated thereunder (“Section 409A”), and this Agreement will be interpreted and administered accordingly. Notwithstanding any provision to the contrary, neither the Company, the Board, nor any of their delegates or agents shall be administered and interpreted in have any liability for any negative tax consequences to Employee under Section 409A, nor shall they have any obligation to prevent, minimize, or make a manner consistent with this intentgross-up payment to offset any such negative consequences. If To the Company determines that extent any payments payment or benefit under this Agreement are is 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 following conditions will apply: (a) The parties designate each payment as a separate payment. (b) Any reimbursement or in-kind benefit is subject to all of the extent applicablefollowing conditions: (i) all payments any amount provided hereunder shall in one taxable year has no effect on the amount eligible to be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled provided in another taxable year, unless permitted under this Agreement shall be treated as a separate paymentSection 409A; (ii) any reimbursement will be made no later than the term “as soon as administratively possible” means a period end of time that is within 60 days the year after the Termination due to death or Disability (as applicable)year in which the expense is incurred; and (iii) the date right to any amount cannot be liquidated or exchanged for another benefit. Any tax gross-up payment will be paid by December 31 of the year after the year in which the Employee pays the underlying taxes. (c) To the extent a termination of employment triggers a payment, a change in the time and form of payment, or both, the term “termination of employment,” or words to that effect used in this Agreement, means the Employee’s Disability shall be determined by “separation from service” (as defined under Section 409A). (d) Any amount payable within the six-month period after the Employee’s separation from service as a “specified employee” (as defined under Section 409A) of the Company in its sole discretion. Although this Agreement will accumulate without interest and be paid on the payments provided hereunder are intended to be exempt from or to otherwise comply with first payday after 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 end of the Companysix-month period or, its Subsidiariesif earlier, within ten business days after the appointment of a personal representative or their respective directors, officers, employees executor of the estate after the Participant’s death. (e) Any severance payment will be paid on or advisers shall be liable to beginning on the Employee (or first payday after the end of any other individual claiming a benefit through the Employee) for any tax, interest, or penalties period during which the Employee may owe as revoke a result general release of compensation paid under this Agreementclaims that becomes effective no later than 60 days after the Employee’s separation from service, 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.except that EAST\126731563.1 7/26/16

Code Section 409A. Payments made pursuant This Agreement is intended to comply with Section 409 of the Internal Revenue Code of 1986, as amended (“Section 409A”), or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement are intended may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be exempt excluded from or to otherwise comply with the provisions of Code Section 409A to the maximum 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)possible. For purposes of Code Section 409A, to the extent applicable: (i) all payments each installment payment 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; . Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement 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 Executive on account of non-compliance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, if at the time of Executive’s separation from service, the Company determines that the Executive is a “specified employee,” within the meaning of Section 409A, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation under Section 409A such payment or benefit shall be paid or provided at the date which is the earlier of (i) six (6) months and one day after such separation from service and (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 (“Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 24 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be determined by paid or provided to the Company Executive in its sole discretion. Although a single lump sum, and any remaining payments and benefits due under this Agreement and the payments shall be paid or provided hereunder are intended to be exempt from or to otherwise comply in 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 This Agreement is intended to comply with, or be exempt from, Code Section 409A and shall be interpreted consistent therewith and without resulting in any increase in the amounts owed hereunder by the Company. Notwithstanding any other provision of this Agreement are intended to be exempt from or to otherwise comply with the provisions contrary, if Recipient is a "specified employee" within the meaning of Code Section 409A to and the extent applicable. The Program regulations issued thereunder, and a payment or benefit provided for in this Agreement shall would 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 additional tax penalties under Code Section 409A and applicable guidance issued thereunderif such payment or benefit is paid within six (6) months after Recipient’s Separation from Service, the Employee then such payment or benefit required under this Agreement 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 paid (or commence) during the six-month period immediately following Recipient’s Separation from Service except as provided in the Employee’s Termination (including Retirement) immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Recipient in a lump-sum cash payment on the 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 earlier of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series the first regular payroll date of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; seventh month following Recipient’s Separation from Service or (ii) the term “as soon as administratively possible” means 10th business day following Recipient’s death. If Recipient’s termination of employment does not constitute a period Separation from Service, then any amounts payable hereunder on account of time that is a termination of Recipient’s employment and which are subject to Code Section 409A shall not be paid until Recipient has experienced a Separation from Service, or other permitted payment event, within 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 meaning of Code Section 409A, 409A. Neither the Company does not represent nor any of its affiliates shall have any liability or warrant obligation to Recipient in the event that this Agreement does not comply with, or the payments provided hereunder will comply with is not exempt from, 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. ▇▇▇▇▇▇▇▇.▇.▇▇▇ -4-

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 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 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 You acknowledge that the Company has made pursuant no representations as to the taxability or exemption from taxation of any monies or benefits payable or provided to you under this Agreement. You shall be solely responsible for the payment of any taxes and penalties that may be assessed by any taxing authority. Notwithstanding the other provisions hereof, this Agreement are is intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), to the extent applicable, and shall be interpreted to be exempt from any taxes or to otherwise comply with the provisions of penalties under Code Section 409A to the extent applicable. The Program and this Agreement 409A. Accordingly, all provisions herein, or incorporated by reference, shall be administered construed 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 and, if necessary, any such provision shall be exempt from deemed amended to comply with 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 time specified herein without incurring taxes or penalties under Code Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such taxes or penalties will not be imposed. (a) In interpreting this Agreement, all available exemptions from the application of Code Section 409A and applicable guidance issued thereunderto a provision of this Agreement shall be first applied. (b) Neither you nor the Company shall intentionally take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any manner which would not be in compliance with Code Section 409A, (c) If you are a specified employee for purposes of Code Section 409A(a)(2)(B)(i), the Employee any payment or provision of benefits in connection with a separation from service payment event, whether under this Agreement or otherwise (as determined for purposes of Code Section 409A) shall not be deemed to have had a Termination unless the Employee has incurred a “made until six months after your separation from service” service (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as defined in Treasury Regulation §1.409A-1(h)soon as the 409A Deferral Period ends, and amounts that would the balance of the payments shall be made as otherwise scheduled. (d) For purposes of this Agreement, all rights to payments and benefits hereunder shall be payable pursuant treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Code Section 409A. If under this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead Agreement, an amount is to be paid on the first business day after the date that is six (6) months following the Employee’s Termination (in two or upon the Employee’s deathmore installments, if earlier). For 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 installment shall be treated as a separate payment; . (iie) the term “as soon as administratively possible” means a period With regard to any provision herein that provides for reimbursement of time expenses or in-kind benefits that is within 60 days after the Termination due are 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 to be exempt from or to otherwise comply with the requirements of Code Section 409A, except as permitted by Code Section 409A, (x) the Company does right to reimbursement or in-kind benefits is not represent subject to liquidation or warrant exchange for another benefit, and (y) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year of yours shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (y) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed no later than your taxable year following your taxable year in which the related expense is incurred. (f) When, if ever, a payment under this Agreement or specifies a payment period with reference to a number of days (e.g., “payment shall be made within ten (10) days following the payments provided hereunder will comply with Code Section 409A or any other provision date of federaltermination”), state, local, or non-United States law. None the actual date of payment within the specified period shall be within the sole 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 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 409A409A and the regulations thereunder, and shall be interpreted in accordance with such intention. In the Company does not represent or warrant that event this Agreement or any benefit paid to Executive hereunder is deemed to be subject to Code Section 409A, Executive consents to the payments provided hereunder will Company adopting such conforming amendments as the Company deems necessary, in its reasonable discretion, to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. While it is intended that all payments and benefits provided under this Agreement will be exempt from or comply with Code Section 409A, the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Code Section 409A. The Company will have no liability to Executive or any other provision of federal, state, local, party if a payment or non-United States lawbenefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall Executive further understands and agrees that Executive will be liable to the Employee (or any other individual claiming a benefit through the Employee) entirely responsible for any tax, interest, or penalties the Employee may owe and all taxes on any benefits payable to Executive as a result of compensation paid this Agreement. In addition, if Executive is a "specified employee" (within the meaning of Code Section 409A) at the time of his/her separation from service, then to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the payment of certain benefits owed to Executive under this Agreement, Agreement will be delayed and instead paid (without interest) to Executive upon the earlier of the first business day of the seventh month following Executive’s separation from service or ten (10) days after the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect receives written confirmation of the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Executive’s death.

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 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 the Participant’s 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 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 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 The parties intend that the benefits provided in this Agreement are intended to be exempt qualify for the exceptions 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 the regulations or other applicable guidance issued thereunderguidance), 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 Treas. 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 Employee shall not be deemed 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 have had a Termination unless the Employee has incurred a contrary, (a) 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 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), and amounts that would otherwise be payable pursuant to (b) 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 (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 deathright to a series of installment payments under this Agreement, if earlier). For purposes of Code Section 409Aincluding, to the extent applicable: (i) all payments provided hereunder without limitation, under Sections 3.3 and 3.4, shall be treated as a right to a series of separate payments and each separately identified amount to which the payments. In addition, 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 paid to Employee during such period, but shall instead be accumulated and paid to Employee in a lump sum on the first business day after the earlier of the date that is six months following Employee’s separation from service. 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 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 The intent of the Holder and the Company is that payments and benefits under this Award Agreement and the Option be exempt from, or comply with, Section 409A of the Code, and accordingly, to the maximum extent permitted, this Award Agreement are intended and the Award shall be interpreted and administered to be exempt from or to otherwise comply with in accordance therewith. Each payment under this Award Agreement and the provisions Option shall be construed as a separate identified payment for purposes of Code Section 409A of the Code, and any payments described in this Award Agreement and the Option that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, to the extent applicable. The Program and this Agreement shall be administered and interpreted required 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 order to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderof the Code, (a) the Employee Holder shall not be deemed considered to have had a Termination unless terminated employment for purposes of this Award Agreement and no payments shall be due to the Employee has Holder under this Award Agreement that are payable upon the Holder’s termination of employment until the Holder would be considered to have incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), from the Company within the meaning of Section 409A of the Code and (b) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Award Agreement and the Option during the six-month period immediately following the EmployeeHolder’s Termination (including Retirement) separation from service shall instead be paid on the first business day after the date that is six (6) months following the EmployeeHolder’s Termination separation from service (or upon the Employee’s deathor, 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.Holder’s death).

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 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 Award and 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 an exemption therefrom and shall be exempt from Code Section 409A. To construed and interpreted in a manner that is consistent with the extent required to avoid accelerated taxation and/or tax requirements for avoiding additional taxes or penalties under Code Section 409A. Notwithstanding any other provision of the Agreement, any distributions or payments due hereunder that are subject to Code Section 409A may only be made upon an event and applicable guidance issued thereunderin a manner permitted by Code Section 409A. “Termination of employment” or words of similar import used in this Agreement shall mean, the Employee shall not be deemed with respect to have had a Termination unless the Employee has incurred any payments of deferred compensation subject to Code Section 409A, a “separation from service” as defined in Treasury Regulation §1.409A-1(h)Code Section 409A. Each payment of compensation under this Agreement, including installment payments, shall be treated as a separate payment of compensation for purposes of applying Code Section 409A. Grantee may not, directly or indirectly, designate the calendar year of settlement, distribution or payment. To the extent that an Award is or becomes subject to Code Section 409A and amounts that would otherwise Grantee is a Specified Employee (within the meaning of Code Section 409A) who becomes entitled to a distribution on account of a separation from service, no payment shall be 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 which 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 EmployeeGrantee's separation from service or, if earlier, the date of Grantee’s Disability death (the “Delayed Payment Date”), and the accumulated amounts shall be determined by distributed or paid in a lump sum payment on the Company in its sole discretionDelayed Payment Date. Although this Agreement and Notwithstanding 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 or warrant makes no representations that the payments and benefits provided under this Agreement or the payments provided hereunder will comply with Code Section 409A and shall not be liable for all or any taxes, penalties, interest or other provision expenses that may be incurred by the Grantee on account 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 compliance with Code Section 409A.

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 409 A 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 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 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.