Common use of Code Section 409A Clause in Contracts

Code Section 409A. Notwithstanding anything contained in this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).

Code Section 409A. a. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Corporation shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Corporation agrees to make only such changes as are necessary to bring such provisions into compliance with Code Section 409A and to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. b. Notwithstanding anything contained any provision to the contrary in this Agreement to the contraryAgreement, if Employee the Executive is deemed by on the Company at the time date of Employee’s “separation from service” with the Company termination of employment to be a “"specified employee,” each " within the meaning of that term under Code Section 409A of the Code (“409A”409A(a)(2)(B), then with regard to any compensation payment or benefits the provision of any benefit that is required to which Employee becomes entitled under this Agreement (be delayed in compliance with Section 409A(a)(2)(B) such payment or any agreement or plan referenced in this letter) in connection with such separation benefit shall not be made or commence until provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date which is six (6) months after Employee’s “of the Executive's "separation from service” " (or, if earliest, Employee’s deathas such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the "Deferral Period"). Such deferral shall only be -effected to Upon the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) expiration of the Code Deferral Period, all payments and benefits deferred pursuant to this Section 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid or reimbursed to Employee or Employee’s beneficiary the Executive in one a lump sum. If , and any payment or benefit remaining payments and benefits due under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, provided in accordance with 409Athe normal payment dates specified for them herein. Notwithstanding the foregoing, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in that the manner necessary foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be in compliance with delayed if the premiums therefor were paid by the Executive, the Executive shall pay the full cost of premiums for such requirements of welfare benefits during the Code Deferral Period 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 Corporation shall pay (or cause to be treated as one paid) to the Executive an amount equal to the amount of a series of separate payment for purposes of Section 409A of such premiums paid by the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Executive during the Deferral Period promptly after its conclusion.

Code Section 409A. 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 anything contained in any other provision of this Agreement to the contrary, if Employee Recipient is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “"specified employee,” each " within the meaning of Code Section 409A of and the Code (“409A”)regulations issued thereunder, any compensation and a payment or benefits to which Employee becomes entitled under benefit provided for in this Agreement (would be subject to additional tax under Code Section 409A if such payment or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which benefit is paid within six (6) months after EmployeeRecipient’s “"separation from service” " (orwithin the meaning of Code Section 409A), if earliestthen such payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following Recipient’s separation from service except as provided in the immediately following sentence. In such an event, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee any payments or benefits that would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of have been made or provided during such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits six-month period and which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this incurred such additional tax under Code Section 409A shall instead be paid to Employee or Employee’s beneficiary Recipient in one lump sum. If any a lump-sum cash payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days the first regular payroll date of the seventh month following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and month in which the Recipient’s separation from service occurs or (ii) the calendar year 10th business day following Recipient’s death. If Recipient’s termination of employment hereunder does not constitute a "separation from service" within the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of Recipient’s employment and which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended are subject to comply with Code Section 409A shall not be paid until Recipient has experienced a "separation from service", or other permitted payment event, within the meaning of Code Section 409A. If the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code60 day Release period covers two taxable years, then such provision shall be modified or restricted to the extent required by Code Section 409A, any portion of the Aggregate Settlement Amount that otherwise would be paid in such first taxable year instead shall be withheld and paid in such second taxable year. Neither the Company nor any of its Subsidiaries or affiliates shall have any liability or obligation to Recipient 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 event that this Agreement does not comply with, or is intended to be treated as one of a series of separate payment for purposes of not exempt from, Code Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).409A.

Code Section 409A. Notwithstanding anything contained in To the extent applicable, it is intended that this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If and any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also made hereunder shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be modified construed to require a gross-up payment in respect of any taxes, interest or restricted penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent and in the manner necessary to be in compliance with such requirements of the permitted by Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Section 409A. Each payment under this Agreement is intended to shall be treated as one of a series of separate payment for purposes of Code Section 409A. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)sections of state tax law.

Code Section 409A. Notwithstanding anything contained in this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this lettera) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is and the amounts payable hereunder are intended to comply with Section 409A of the Code and the interpretative regulations and guidance thereunderpromulgated thereunder (“Section 409A”) in both form and operation, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributionsor an exemption therefrom, and shall be administered accordingly. The Agreement shall be construed and interpreted in accordance with such intent. If any Any provision of that would cause this Agreement needs to be revised fail to satisfy Section 409A (if applicable) shall have no effect until amended to comply with Section 409A. (b) The payment of each amount payable under this Agreement shall be deemed a separate “payment” for purposes of Section 409A. (c) Notwithstanding the foregoing, to the extent any amount payable hereunder is subject to taxes, penalties and/or interest under Section 409A, the Executive shall be solely liable for the payment of any such taxes, penalties and/or interest. (d) All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than 2 ½ months after the end of the Code, then such provision shall be modified calendar year in which the expense is incurred; and (iv) the right to reimbursement or restricted in kind benefits is not subject to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment liquidation or exchange for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)another benefit.

Code Section 409A. This Agreement is intended to be exempt from or comply with the requirements of Section 409A(a)(2), (3) and (4) of the Code, including current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly. To the extent such potential payments or benefits could become subject to additional tax under such Code Section 409A, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. Each payment or benefit made pursuant to Section 11(a) or 11(b) of this Agreement shall be deemed to be a separate payment for purposes of Code Section 409A. In addition, payments or benefits pursuant to Section 11(a) or 11(b) shall be exempt from the requirements of Code Section 409A to the maximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. To the extent that any amounts payable under this Agreement are required to be delayed under Code Section 409A, such amounts are intended to be and should be considered for purposes of Code Section 409A as separate payments from the amounts that are not required to be delayed. Notwithstanding anything contained in this Agreement herein to the contrary, if Employee Executive is deemed by the Company at the time of Employee’s “separation from service” with the Company to be considered a “specified employee,” each within (as defined in Treasury Regulation Section 1.409A-1(i)) as of the meaning Termination Date, then no payments of deferred compensation subject to Code Section 409A of the Code (“409A”), any compensation or benefits and payable due to which Employee becomes entitled Executive’s separation from service shall be made under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until before the date which first business day that is six (6) months after Employeethe Termination Date (or upon Executive’s “separation from service” (ordeath, if earliest, Employee’s deathearlier) (the “Specified Period”). Such deferral shall Any deferred compensation payments that would otherwise be required to be made to Executive during the Specified Period will be accumulated by the Company and paid to Executive on the first day after the end of the Specified Period. The foregoing restriction on the payment of amounts to Executive during the Specified Period will not apply to the payment of employment taxes. In the event that the interpretation or requirements of Code Section 409A change during the Term, the parties agree to amend this Agreement, only be -effected as necessary, to comply with any such change, if and to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under such an amendment is permitted by Code Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).409A.

Code Section 409A. This Agreement is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted consistent therewith and without resulting in any increase in the amounts owed hereunder by the Company. Notwithstanding anything contained in any other provision of this Agreement to the contrary, if Employee Executive is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “"specified employee,” each " within the meaning of Code Section 409A of and the Code (“409A”)regulations issued thereunder, any compensation and a payment or benefits to which Employee becomes entitled under benefit provided for in this Agreement (would be subject to additional tax under Code Section 409A if such payment or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which benefit is paid within six (6) months after EmployeeExecutive’s “"separation from service” " (orwithin the meaning of Code Section 409A), if earliestthen such payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following Executive’s separation from service except as provided in the immediately following sentence. In such an event, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee any payments or benefits that would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of have been made or provided during such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits six-month period and which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this incurred such additional tax under Code Section 409A shall instead be paid to Employee or Employee’s beneficiary Executive in one lump sum. If any a lump-sum payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days the first regular payroll date of the seventh month following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and Executive’s separation from service or (ii) the 10th business day following Executive’s death. If Executive’s termination of employment hereunder does not constitute a "separation from service" within the meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of Executive’s employment and which are subject to Code Section 409A shall not be paid until Executive has experienced a "separation from service", or other permitted payment event, within the meaning of Code Section 409A. In addition, to the extent required by Code Section 409A, no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and (except as otherwise provided in Section 5(f) hereof) the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which Executive is entitled hereunder shall be made no later than the last day of the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authoritysuch expenses were incurred. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments Each severance installment contemplated under this paragraph if the Employee fails to timely execute any amendment Section 7 hereof or other document requested by the Company that are intended to cause such payment or benefit to comply with of “deferred compensation” (under Code Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and ) shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a separate payment in a series of separate payment for purposes payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Neither the Company nor any of its affiliates shall have any liability or obligation to Executive in the event that this Agreement does not comply with, or is not exempt from, Code Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).409A.

Code Section 409A. Notwithstanding anything contained To the extent applicable, it is intended that this Agreement comply with or, as applicable, constitute a short-term deferral or otherwise be exempt from the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”). This Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the contrary, if extent permitted by Section 409A). Employee is deemed by and the Company at the time agree that this termination of Employee’s employment shall be considered a “separation from service” with from the Company within the meaning of Section 409A. If Employee is deemed on the date of separation from service to be a “specified employee,” each (within the meaning of Treas. Reg. Section 409A of the Code (“409A”1.409A-l(i)), then with regard to any compensation or benefits payment that is required to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with be delayed pursuant to Code Section 409A(a)(2)(B), such separation payment shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected prior to the extent required to avoid adverse tax treatment to Employee, including earlier of (without limitationa) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral periodsix (6)-month period measured from the date of separation from service and (b) the date of Employee’s death. In addition, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence for purposes of this Section shall Agreement, each amount to be paid or benefit to be provided to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate identified payment for purposes of Section 409A 409A. Any reimbursement or advancement payable to Employee pursuant to this Agreement shall be conditioned on the submission by Employee of all expense reports reasonably required under any applicable expense policy. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar years shall not affect the Code and Treasamount of expenses eligible for reimbursement, on in-kind benefit provided, during any other calendar year. Reg. §l .409A-2(b)(2)(iii) (oi: The right to any similar at successor provisions)reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. Notwithstanding anything contained Although the Company does not guarantee to the Executive any particular tax treatment relating to the payments made or benefits provided to the Executive in connection with the Executive’s employment with the Company, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations, guidance and other interpretive authority issued thereunder (“Code Section 409A”), or be exempt therefrom, and this Agreement shall be construed and applied in a manner consistent with this intent. However, notwithstanding anything herein to the contrary, if Employee is deemed by in no event whatsoever shall the Company at or any of its affiliates be liable for any tax, additional tax, interest or penalty that may be imposed on the time of EmployeeExecutive pursuant to Code Section 409A or for any damages for failing to comply with Code Section 409A. The Executive’s termination from employment must constitute a “separation from service” with the Company to be a “specified employee,” each within the meaning of under Code Section 409A for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment; provided, further, that in the event the period during which the Executive is entitled to consider (and revoke, if applicable) this Agreement spans two calendar years, then any payment that otherwise would have been payable during the first calendar year will in no case be made until the later of (a) the end of the Code revocation period (“409A”assuming the Executive does not revoke this Agreement prior to the end of such period) and (b) the first business day of the second calendar year (regardless of whether the Executive has used the full time period allowed for consideration of this Agreement), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected as and to the extent required for purposes of Code Section 409A; and provided, further, that the Company shall have the right to avoid adverse tax treatment offset against such severance pay any then-existing documented and bona fide monetary debts the Executive owes to Employeethe Company or any of its subsidiaries, including (without limitation) but only to the additional twenty percent (20%) tax for which Employee would otherwise be liable extent permissible under Code Section 409A(a)(l)(B) 409A. Notwithstanding any other provision herein to the contrary, to the extent that the reimbursement of any expenses or the Code in the absence provision of such deferral. Upon the expiration of the applicable deferral period, any compensation or in-kind benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be is subject to the excise tax imposed by Code Section 409A 409A, (i) reimbursement of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also expense shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment made by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier December 31 of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year immediately following the calendar year in which the related taxes are remitted such expense is incurred; (ii) any right to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment reimbursement or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributionsbenefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, and expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If in any provision of this Agreement needs way affect the expenses eligible for reimbursement, or in-kind benefits to be revised to satisfy the requirements of Section 409A of the Codeprovided, 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 Agreementother taxable year. Each and every payment under this Agreement is intended to shall be treated as one of a right to receive a series of separate payments under this Agreement shall be treated as a right to receive a series of separate payments under the Treasury Regulation Section 1.409A-2(b)(2)(iii). Whenever a payment for purposes under this Agreement specifies a payment period with reference to a number of Section 409A days, the actual date of payment within the specified period shall be within the sole discretion of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Company.

Code Section 409A. (a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith, provided, however that 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. (b) Notwithstanding anything contained to the contrary in this Agreement, if the Executive is deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “non-qualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (B) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) Notwithstanding any other provision of this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A of the be subject to offset by any other amount unless otherwise permitted by Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).Section 409A.

Code Section 409A. Notwithstanding anything contained (a) This Agreement is intended to comply with, or otherwise be exempt from, Section 409A. The Company and the Executive agree that they will execute any and all amendments to this Agreement permitted under applicable law as they mutually agree in good faith may be necessary to ensure compliance with the distribution provisions of Section 409A or as otherwise needed to ensure that this Agreement complies with Section 409A. (b) Section 10(a) shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement, however. The Company shall not be liable to the Executive for any payment made under this Agreement that is determined to result in an additional tax, penalty, or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A. (c) For purposes of 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. (d) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (e) “Termination of employment,” “resignation,” or words of similar import used in this Agreement mean, for purposes of any payments under this Agreement that are payments of deferred compensation subject to Section 409A, the contrary, if Employee is deemed by the Company at the time of EmployeeExecutive’s “separation from service” (as determined in accordance with the Company to be a “specified employee,” each within the meaning of regulations promulgated under Section 409A of using the Code default rule under such regulations) (“409ASeparation from Service”). (f) Notwithstanding anything to the contrary in this Agreement, including but not limited to Sections 5(a), 5(b), 5(c), 5(d) and 6, (i) any amounts and benefits payable hereunder which constitute deferred compensation subject to Section 409A and would otherwise be payable or benefits provided to which Employee becomes entitled the Executive under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until prior to the date which is six (6) months after Employeethe Executive’s “separation Separation from service” (orService shall instead be paid, if earliest, Employee’s death). Such deferral shall only be -effected to with interest on any delayed payment at the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax applicable federal rate provided for which Employee would otherwise be liable under in Section 409A(a)(l)(B7872(f)(2)(A) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise TaxInterest”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes or provided on the 409A Tax Restoration Paymentfirst business day after the date that is six (6) months following the Executive’s Separation from Service, any 409A Excise Tax imposed on or, if earlier, upon the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purposeExecutive’s death, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails Executive incurs a Separation from Service prior to timely execute any amendment his Date of Termination, the date of his Separation from Service shall be deemed to be his Date of Termination (or other document requested by equivalent term) for purposes of determining the Company that are intended to cause such date of payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits the payment commencement date under this Agreement. This Agreement is intended Notwithstanding clause (i) of this subparagraph above, if any amount of employment taxes, within the meaning of regulations promulgated under Section 409A, are payable prior to comply with Section 409A the six-month anniversary of the Code Executive’s Separation from Service, with respect to any deferred compensation amount, the Company shall utilize and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with deemed to have paid a portion of an such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted deferred compensation to the extent necessary for the payment of such employment taxes. If payment of any portion of the Executive’s restricted stock units is deferred pursuant to the six-month deferral provision in clause (i) above, then (in lieu of the payment of Interest) such restricted stock units shall be treated during such six-month period, and adjusted for investment performance 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 manner, 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 Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)outstanding restricted stock units.

Code Section 409A. Notwithstanding anything contained in this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A (i) The intent of the Code (“409A”), any compensation or parties is that payments and benefits to which Employee becomes entitled under this Agreement (comply with or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive exempt from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative regulations and guidance thereunderpromulgated thereunder (collectively “Code Section 409A”) and, including accordingly, to the exceptions for short-term deferralsmaximum extent permitted, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The this Agreement shall be construed interpreted to be either exempt from or in compliance therewith. In no event shall the Parent or Employer be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under Section 1 hereof that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and interpreted (B) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 6(e shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with such intent. If the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement needs to be revised to satisfy providing for the requirements payment of any amounts or benefits that constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from the Parent and Employer within the meaning of Code Section 409A and, for purposes of the Code, then any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be modified or restricted treated as a right to receive a series of separate and distinct payments. (v) Notwithstanding any other provision to the extent and contrary, in the manner necessary to be in compliance with such requirements of the Code and no event shall any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended that constitutes “nonqualified deferred compensation” (within the meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (vi) To the extent that any reimbursement of expenses or in-kind benefits constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A), such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code), and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. (vii) Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (A) Employer shall deliver the Release to Executive within ten days following the date of Executive’s termination of employment, (B) provided Employer timely complies with its obligation under clause (A), if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes his acceptance of the Release thereafter, he shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (C) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as one “nonqualified deferred compensation” (within the meaning of a series of separate payment for Code Section 409A) shall be made in the later taxable year. For purposes of this Section 409A 1(d)(vii) “Release Expiration Date” shall mean the date that is 31 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 55 days following the date of Executive’s termination of employment. To the extent that any payments of nonqualified deferred compensation (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 1(d)(vii). such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and Treas. Reg. §l .409A-2(b)(2)(iiidoes not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to clause (oi: any similar at successor provisions)C) of this Section 1(d)(vii) on the first payroll period to occur in the subsequent taxable year, if later.

Code Section 409A. Notwithstanding anything contained in this This Agreement to (and the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled and payments provided for under this Agreement (or any agreement or plan referenced in this letterAgreement) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment be exempt from or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the interpretative regulations and other guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursementsissued thereunder (“Code Section 409A), and in-kind distributions, and shall be administered accordingly. The this Agreement shall be construed interpreted and interpreted administered in a manner consistent with such intentthat intention; provided, however, that under no circumstances shall the Company or a Subsidiary be liable for any additional tax or other sanction imposed upon the Grantee, or other damage suffered by the Grantee, on account of this Agreement (or the benefits and payments provided for under this Agreement) being subject to and not in compliance with Code Section 409A. For purposes of this Agreement, if necessary to avoid the imposition of additional taxes upon the Grantee under Code Section 409A, the Grantee’s employment will not be considered to have terminated until and if the Grantee has experienced, in respect of the Company or a Subsidiary (or successor thereto), as applicable, a “separation from service” within the meaning of Treasury Regulation section 1.409A-1(h). Where Common Stock is required by this Agreement to be issued to the Grantee (and where dividend equivalent amounts are required to be paid to the Grantee) within a 30 day period following an applicable vesting date, the Company shall determine when during that 30 day period the Common Stock will be issued and the dividend equivalent amount will be paid to the Grantee. If and to the extent necessary to avoid the imposition of additional taxes upon the Grantee under Code Section 409A, if the Grantee is entitled to receive Common Stock or dividend equivalent amounts upon or as a result of the Grantee’s separation from service, and if the Grantee is a “specified employee” (within the meaning of Treasury Regulation section 1.409A-1(i)) on the date of his or her separation from service, notwithstanding any other provision of this Agreement needs to the contrary, such Common Stock shall be revised issued and such dividend equivalent amounts shall be paid to satisfy the requirements Grantee only upon the earliest to occur of Section 409A (i) the day next following the date that is the six-month anniversary of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements date of the Code and any such modification will attempt to maintain Grantee’s separation from service, or (ii) 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 Section 409A date of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Grantee’s death.

Code Section 409A. Notwithstanding anything contained in this This Agreement to (and the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled and payments provided for under this Agreement (or any agreement or plan referenced in this letterAgreement) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment be exempt from or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the interpretative regulations and other guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursementsissued thereunder (“Code Section 409A”), and in-kind distributions, and shall be administered accordingly. The this Agreement shall be construed interpreted and interpreted administered in a manner consistent with such intentthat intention; provided, however, that under no circumstances shall the Company or a Subsidiary be liable for any additional tax or other sanction imposed upon the Grantee, or other damage suffered by the Grantee, on account of this Agreement (or the benefits and payments provided for under this Agreement) being subject to and not in compliance with Code Section 409A. For purposes of this Agreement, if necessary to avoid the imposition of additional taxes upon the Grantee under Code Section 409A, the Grantee’s employment will not be considered to have terminated until and if the Grantee has experienced, in respect of the Company or a Subsidiary (or successor thereto), as applicable, a “separation from service” within the meaning of Treasury Regulation section 1.409A-1(h). Where Common Stock is required by this Agreement to be issued to the Grantee (and where dividend equivalent amounts are required to be paid to the Grantee) within a 15 day period following an applicable vesting date, the Company shall determine when during that 15 day period the Common Stock will be issued and the dividend equivalent amount will be paid to the Grantee. If and to the extent necessary to avoid the imposition of additional taxes upon the Grantee under Code Section 409A, if the Grantee is entitled to receive Common Stock or dividend equivalent amounts upon or as a result of the Grantee’s separation from service, and if the Grantee is a “specified employee” (within the meaning of Treasury Regulation section 1.409A-1(i)) on the date of his or her separation from service, notwithstanding any other provision of this Agreement needs to the contrary, such Common Stock shall be revised issued and such dividend equivalent amounts shall be paid to satisfy the requirements Grantee no earlier than the earliest to occur of Section 409A (i) the day next following the date that is the six-month anniversary of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements date of the Code and any such modification will attempt to maintain Grantee’s separation from service, or (ii) 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 Section 409A date of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Grantee’s death.

Code Section 409A. Notwithstanding anything contained in this Agreement to the contrary, if Employee is deemed by the Company at receipt of any benefits under this Agreement as a result of a termination of directorship shall be subject to satisfaction of the time of Employee’s condition precedent that the Participant undergo a “separation from service” with within the Company meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee,” each within the meaning of that term under Code Section 409A of the Code (“409A”409A(a)(2)(B), then with regard to any compensation payment or benefits the provisions of any benefit that is required to which Employee becomes entitled under this Agreement (be delayed pursuant to Code Section 409A(a)(2)(B), such payment or any agreement or plan referenced in this letter) in connection with such separation benefit shall not be made or commence until provided prior to the date which is earlier of (i) the expiration of the six (6) months after Employeemonth period measured from the date of the Participant’s “separation from service” (oras such term is defined in Treas. Reg. § 1.409A-1(h)), if earliest, Employeeor (ii) the date of the Participant’s deathdeath (the “Delay Period”). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including Within ten (without limitation10) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon days following the expiration of the applicable deferral periodDelay Period, any compensation or all payments and benefits which delayed pursuant to this Section (whether they would have otherwise been paid during that period (whether payable in a single sum or in installments) installments in the absence of this Section such delay) shall be paid or reimbursed to Employee or Employee’s beneficiary the Participant in one a lump sum. If , and any payment or benefit remaining payments and benefits due under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, provided in accordance with 409Athe normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.

Code Section 409A. Notwithstanding anything contained in (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (b) Notwithstanding any provision to the contrary, if Employee Executive is deemed by on the Company at the time Date of Employee’s “separation from service” with the Company Termination to be a “specified employee,” each within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of the Code (a “409A”), any compensation separation from service,” such payment or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation benefit shall not be made or commence until provided at the date which is six the earlier of (6i) months after Employee’s the expiration of the six‑month period measured from the date of such “separation from service” of Executive, and (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitationii) the additional twenty percent date of Executive’s death (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral“Delay Period”). Upon the expiration of the applicable deferral periodDelay Period, any compensation or all payments and benefits which delayed pursuant to this Section 7(b) (whether they would have otherwise been paid during that period (whether payable in a single sum or in installments) installments in the absence of this Section such delay) shall be paid or reimbursed to Employee or Employee’s beneficiary Executive in one a lump sum. If , and any payment or benefit remaining payments and benefits due under this Agreement would shall be subject to paid or provided in accordance with the excise tax imposed by normal payment dates specified for them herein. For purposes of Code Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax409A, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled Executive’s right to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative installment payments pursuant to this paragraph also Agreement shall be “409A Tax Restoration Payments”) in an amount that shall fund treated as a right to receive a series of separate and distinct payments. In no event may Executive, directly or indirectly, designate the payment by employee calendar year of any 409A Excise Taxpayment to be made under this Agreement that is considered nonqualified deferred compensation. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with permitted by Code Section 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the calendar amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the calendar taxable year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)expense was incurred.

Code Section 409A. Notwithstanding anything contained in this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A (a) The intent of the Code (“409A”), any compensation or parties is that payments and benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employeecomply with, or for his benefitbe exempt from, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative regulations and guidance thereunderpromulgated thereunder (collectively “Code Section 409A”) and, including accordingly, to the exceptions for short-term deferralsmaximum extent permitted, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The this Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of therewith. (b) If the Code and any such modification will attempt to maintain Chairman is deemed on the same economic results as were intended under this Agreement. Each payment date that his services under this Agreement terminate 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 intended considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at 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 the Chairman, and (B) the date of the Chairman’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 13(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Chairman in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, the Chairman’s right to receive any installment payments pursuant to this Agreement shall be treated as one of a right to receive a series of separate and distinct payments. In no event may the Chairman, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. (c) With regard to any provision herein that provides for purposes reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Chairman’s taxable year following the taxable year in which the expense was occurred.

Code Section 409A. Notwithstanding anything contained in this Agreement any provision to the contrarycontrary in the Agreement, if Employee is you are deemed by the Company Corporation at the time of Employee’s “separation your Separation from service” with the Company Service to be a “specified employee,” each within for purposes of Section 409A(a)(2)(B)(i) of the meaning Code, to the extent delayed commencement of any portion of the termination benefits to which you are entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of your termination benefits shall not be provided to you prior to the earlier of (a) the expiration of the six-month period measured from the date of your Separation from Service with the Corporation or (b) the date of your death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to this Section 7 shall be paid in a lump sum to you, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. For purposes of Section 409A of the Code (“409A”including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), any compensation or benefits your right to which Employee becomes entitled under receive the payments payable pursuant to this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (ortreated as a right to receive a series of separate payments and, if earliestaccordingly, Employee’s death)each payment shall at all times be considered separate and distinct. Such deferral shall only be -effected to To the extent required that any reimbursements payable pursuant to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be are subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements provisions of Section 409A of the Code, then any such provision reimbursements shall be modified or restricted paid to the extent and in the manner necessary to be in compliance with such requirements you no later than December 31 of the Code year following the year in which the cost was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and any such modification your right to reimbursement under the Agreement will attempt not be subject 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 liquidation or exchange for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)another benefit.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the contraryextent possible, if Employee is deemed be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company at be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the time payment of Employee’s any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” with within the Company meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee,” each within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of the Code (a “409A”), any compensation separation from service,” such payment or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation benefit shall not be made or commence provided until the date which is the earlier of (i) the expiration of the six (6) months after Employee’s 6)-month period measured from the date of such “separation from service” of Executive, and (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitationii) the additional twenty percent date of Executive's death (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral“Delay Period”). Upon the expiration of the applicable deferral periodDelay Period, any compensation or all payments and benefits which delayed pursuant to this Section 12.7(b) (whether they would have otherwise been paid during that period (whether payable in a single sum or in installments) installments in the absence of this Section such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Employee or Employee’s beneficiary Executive in one a lump sum. If sum with interest at the prime rate during the Delay Period, and any payment or benefit remaining payments and benefits due under this Agreement would shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the excise tax imposed amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 409A 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive's taxable year following the taxable year in which the expense occurred. (d) For purposes of Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise taxSection 409A, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled Executive's right to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative installment payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed treated as a right to receive a series of separate and interpreted with such intentdistinct payments. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, 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 Whenever a payment under this Agreement is intended specifies a payment period with reference to a number of days (e.g., “payment shall be treated as one made within thirty (30) days following the date of a series termination”), the actual date of separate payment for purposes of Section 409A within the specified period shall be within the sole discretion of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything contained in (a) The intent of the parties is that payments and benefits under this Agreement satisfy, to the contrarymaximum extent available, if Employee is deemed by the Company at the time one or more exemptions from status as a deferral of Employee’s “separation from service” with the Company to be a “specified employee,” each compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (“Code Section 409A”) or, to the extent such an exemption is not available, to comply with Code Section 409A. Accordingly, all provisions of this Agreement shall be interpreted and administered in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Employee nor the Employer shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A. (c) If the Employee is deemed on the date of separation from service with the Employer to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Employer from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), any compensation such payment or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation benefit shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected provided prior to the extent required to avoid adverse tax treatment to Employee, including earlier of (without limitationi) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral periodsix-month period measured from the date of the Employee’s separation from service or (ii) the date of the Employee’s death. On the first day of the seventh month following the date of the Employee’s separation from service or, any compensation or benefits which if earlier, on the date of the Employee’s death, all payments delayed pursuant to this Section 18(c) (whether they would have otherwise been paid during that period (whether payable in a single sum or in installments) installments in the absence of this Section such delay) shall be paid or reimbursed to the Employee or Employee’s beneficiary in one a lump sum. If , and any payment or benefit remaining payments and benefits due under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits subject to Code Section 409A, no later than the earlier of except as permitted by Code Section 409A, (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with the Employer’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments expense is incurred. (e) If under this paragraph if the Employee fails Agreement, an amount is to timely execute any amendment be paid in two or other document requested by the Company that are intended to cause such payment or benefit to comply with more installments, for purposes of Code Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and each installment shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Codetreated as a separate payment. (f) When, 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 if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Employer. (g) Notwithstanding any of the provisions of this Agreement, the Employer shall have no liability to the Employee if any payment or benefit which is intended to be treated as one of a series of separate payment for purposes of provided pursuant to this Agreement and which is considered deferred compensation subject to Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of Code Section 409A. In the event that the parties reasonably agree that this Agreement or the payments under this Agreement do not comply with Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Section 409A, the parties shall cooperate to modify this Agreement to comply with Code Section 409A while endeavoring to maintain its economic intent.

Code Section 409A. Notwithstanding anything contained in (a) To the extent that compensation or benefits payable under this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s letter constitute “separation from servicenonqualified deferred compensation” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “409ACode”), any and are designated under this letter as payable upon (or within a specified time following) your termination of employment, such compensation or benefits shall, subject to which Employee becomes entitled under this Agreement Section 8(b) hereof, be payable only upon (or any agreement or plan referenced or, as applicable, within the specified time following) your “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Code). (b) Notwithstanding anything to the contrary in this letter) in connection with such separation , no compensation or benefits, including without limitation any severance payments or benefits payable under Section 3 hereof, shall not be made or commence until paid to you during the date which is six (6) months after Employee’s -month period following your “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to within the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under meaning of Section 409A(a)(l)(B409A(a)(2)(A)(i) of the Code Code) if the Company determines that paying such amounts at the time or times indicated in this letter would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the absence Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that 6-month period (whether in a single sum or in installments) in the absence of this Section shall such earlier date upon which such amount can be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such period. (c) To the extent that any payments or any similar state law) or any interest or penalties payable with respect reimbursements provided to such excise tax (such excise taxyou under this letter, together with any such interest and penaltiesincluding, without limitation under Section 4 hereof, are hereinafter collectively referred deemed to as the “409A Excise Tax”)constitute compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment such amounts shall be paid or reimbursed to Employeeyou reasonably promptly, or for his benefit, in accordance with 409A, no but not later than December 31 of the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment payments or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company expenses that are intended to cause such eligible for payment or benefit reimbursement in any other taxable year, and your right to comply with Section 409Asuch payments or reimbursement shall not be subject to liquidation or exchange for any other benefit. (d) To the extent applicable, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply letter shall be interpreted and applied consistent and in accordance with Section 409A of the Code and the interpretative Department of Treasury regulations and other interpretive guidance issued thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If Notwithstanding any provision of this Agreement needs letter to the contrary, if at any time the Company determines that any compensation or benefits payable under this letter may not be revised either exempt from or compliant with Section 409A of the Code and related Department of Treasury guidance, the Company may adopt such amendments to satisfy this letter or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this letter from Section 409A of the Code and/or preserve the intended tax treatment of such compensation and benefits, or (ii) comply with the requirements of Section 409A of the CodeCode and related Department of Treasury guidance; provided, then such provision however, that this Section 8(d) shall be modified or restricted to not create an obligation on the extent and in the manner necessary to be in compliance with such requirements part of the Code and Company to adopt 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 Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: amendment, policy or procedure or take any similar at successor provisions)such other action.”

Code Section 409A. Notwithstanding anything contained any other provision of this Letter Agreement, it is intended that payments and benefits under this Letter Agreement comply with Section 409A of the Code or with an exemption from the applicable Code ▇▇. ▇▇▇▇▇▇ ▇. Hartnett February 5, 2016 Section 409A requirements and, accordingly, all provisions of this Letter Agreement shall be construed in a manner consistent with the requirements for avoiding taxes and penalties under Section 409A of the Code. For purposes of this Agreement Letter Agreement, all rights to payments and benefits hereunder of deferred compensation subject to Section 409A of the Code shall be treated as rights to receive a series of separate payments and benefits to the contraryfullest extent allowed by Section 409A of the Code. For purposes of this Letter Agreement, if Employee is you will not be deemed by the Company at the time to have had a termination of Employee’s employment unless there has been a “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code. Furthermore, neither the Company nor any of its parents, subsidiaries, divisions, affiliates, directors, officers, predecessors, successors, employees, agents and attorneys shall be liable to you if any amount payable or provided hereunder is subject to any taxes, penalties or interest as a result of the application of Code (Section 409A. Notwithstanding any provision of this Letter Agreement, if you are a “409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from servicespecified employee” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code as defined in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”Treasury Regulations thereunder), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments amount under this paragraph if the Employee fails Letter Agreement that is deferred compensation subject to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and timing of which depends upon termination of employment shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision deferred for six (6) months after termination of this Agreement needs to be revised to satisfy the requirements of your employment, as required by Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements 409A(a)(2)(B)(i) of the Code and any (the “409A Deferral Period”). In the event such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended payments are otherwise due to be treated as one of made during the 409A Deferral Period, the payments that otherwise would have been made in the 409A Deferral Period shall be accumulated and paid in a series of separate payment for purposes of Section 409A lump sum on the first day of the Code seventh month following the Termination Date, and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)the balance of the payments shall be made as otherwise scheduled.

Code Section 409A. Notwithstanding anything contained any other provision in this Agreement to the contrary, if Employee and to the extent that Code Section 409A is deemed by to apply to any benefit under this Agreement, it is the general intention of the Company at that such benefits will, to the time extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement will, to the extent practicable, be construed in accordance therewith. Deferrals of Employee’s “separation benefits distributable pursuant to this Agreement that are otherwise exempt from service” Code Section 409A in a manner that would cause Code Section 409A to apply will not be permitted unless such deferrals are in compliance with Code Section 409A. In the event that the Company (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee,” each within the meaning of (as defined under Code Section 409A of the Code (“409A”), any payment that is deemed to be deferred compensation or benefits under Code Section 409A to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such be made to the Executive upon a separation shall from service may not be made or commence until before the date which that is six (6) months after EmployeeExecutive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six-month delay rule, all payments that would have been made to Executive during the six months following her separation from service that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to Executive during the seventh month following her separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” (or, as defined under Code Section 409A if earliest, Employee’s death). Such deferral shall only be -effected and to the extent required to avoid adverse tax treatment to Employeeunder Code Section 409A. Further, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installmentsi) in the absence event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions will, to the extent practicable, be deemed to be made a part of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise taxAgreement, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year terms used in which the related taxes are remitted this Agreement will be construed in accordance with Code Section 409A if and to the applicable taxing authorityextent required. In no Further, in the event shall the Employee that this Agreement or any benefit thereunder will be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit deemed not to comply with Code Section 409A, which amendment then neither the Company, the Board, the Committee nor its or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended their designees or agents will be liable to comply with Section 409A of the Code and the interpretative guidance thereunderany participant or other person for actions, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified decisions or restricted to the extent and determinations made in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)good faith.

Code Section 409A. Notwithstanding anything contained in (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“Code Section 409A”) and, accordingly, to the contrarymaximum extent permitted, if Employee this Agreement will be interpreted to be in compliance therewith. (b) A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “non-qualified deferred compensation” under Code Section 409A unless such termination is deemed by the Company at the time of Employee’s also a “separation from service” with within the Company meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms will mean “separation from service.” If you are deemed on the date of termination to be a “specified employee,” each within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of the Code (a “409A”), any compensation separation from service,” such payment or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not benefit will be made or commence until provided at the date which is six the earlier of (6A) months the day after Employee’s the expiration of the six-month period measured from the date of your “separation from service,” and (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitationB) the additional twenty percent date of your death (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral“Delay Period”). Upon the expiration of the applicable deferral periodDelay Period, any compensation or all payments and benefits which delayed pursuant to this Section (whether they would have otherwise been paid during that period (whether payable in a single sum or in installments) installments in the absence of this Section shall such delay) will be paid or reimbursed to Employee you in a lump sum and any remaining payments and benefits due under this Agreement will be paid or Employee’s beneficiary provided in one lump sumaccordance with the normal payment dates specified for them herein. (c) For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments. If To the extent permitted under Code Section 409A, any separate payment or benefit under this Agreement would or otherwise shall not be deemed “nonqualified deferred compensation” subject to the excise tax imposed by Code Section 409A of to the Code (or any similar state lawextent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any interest other applicable exception or penalties payable with respect provision of Code Section 409A. Any payments subject to such excise tax (such excise tax, together with any such interest Code Section 409A that are subject to execution of a waiver and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will release which may be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) executed and/or revoked in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the a calendar year following the calendar year in which the related taxes are remitted to payment event (such as termination of employment) occurs shall commence payment only in the applicable taxing authority. In no event shall calendar year in which the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph consideration period or, if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit applicable, release revocation period ends, as necessary to comply with Code Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to 409A. (d) To the extent and in the manner necessary that any payments or reimbursements provided 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 you under this Agreement is intended (including, without limitation, the Medical Coverage Reimbursement ) are deemed to constitute compensation to you to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be treated as one of a series of separate payment for purposes of Section 409A paid or reimbursed reasonably promptly, but not later than December 31 of the Code year following the year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: your right to such payments or reimbursement of any similar at successor provisions)such expenses shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. Notwithstanding anything contained in (a) Benefits payable under this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company Amendment are intended to be a “specified employee,” each within exempt from the meaning requirements of Section 409A of the Internal Revenue Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration PaymentsCode”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well a short-term deferral and/or as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted exempt separation pay to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments maximum extent permitted under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement this Amendment shall be construed and interpreted consistent with such that intent. If Notwithstanding any provision of this Agreement needs Amendment, to be revised to satisfy the extent any benefits payable hereunder are not exempt from the requirements of Section 409A of the Code, then such this Amendment shall be construed and interpreted to comply with Section 409A of the Code, and if necessary, any provision shall be modified or restricted held null and void to the extent and in the manner necessary such provision (or part thereof) fails to be in compliance comply with such requirements Section 409A of the Code and any such modification will attempt to maintain or regulations thereunder. (b) For purposes of the same economic results as were intended limitations on nonqualified deferred compensation under this Agreement. Each Section 409A of the Code, each payment of nonqualified deferred compensation under this Agreement is intended to the Amendment shall be treated as one of a series of separate payment of such compensation for purposes of applying the Section 409A of the Code deferral election rules and the exclusion from Section 409A of the Code for certain short-term deferral amounts. (c) If, as of the date of Employee’s “separation from service” (as determined under Section 409A), Employee is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i), then to the extent that any amount or benefit that would be paid or provided to Employee under this Amendment within six (6) months of his “separation from service” constitutes an amount of deferred compensation for purposes of Section 409A and is considered for purposes of Section 409A to be owed to Employee by virtue of his separation from service, then such amount or benefit will not be paid or provided during the six-month period following the date of Employee’s separation from service and instead shall be paid or provided on the first business day that is more than six (6) months following the date of Employee’s separation from service, except to the extent that, in the Company’s reasonable judgment, payment during such six-month period would not cause Employee to incur additional tax, interest or penalties under Section 409A. (d) In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Employee by Code Section 409A or any damages for failing to comply with Code Section 409A. (e) If payment of any amount of “deferred compensation” (as defined under Section 409A of the Code Code, after giving effect to the exemptions thereunder) is contingent upon the Employee’s taking any employment related action, including but not limited to, execution of a release and Treas. Reg. §l .409A-2(b)(2)(iiiwaiver of claims, and if the period within which Employee must take the employment related action would begin in one calendar year and expire in the following calendar year, then, notwithstanding the provisions of the Amendment specifying the date of payment, any payments contingent on such employment-related action shall be made in such following calendar year (regardless of the year of execution of such release) (oi: any similar at successor provisions)if payment in such following calendar year is required in order to avoid taxes, interest and penalties under Section 409A of the Code.

Code Section 409A. Notwithstanding anything contained in All separation payments to be made upon a termination of employment under this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s may be made only upon a “separation from of service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code (and the Department of Treasury regulations and other guidance promulgated thereunder. Notwithstanding any provision to the contrary in this Agreement, if EMPLOYEE is deemed by CUBIC at the time of EMPLOYEE's separation from service to be a “409A”specified employee” for purposes of Code Section 401A(a)(2)(B)(i), to the extent delayed commencement of any compensation or portion of the benefits to which Employee becomes EMPLOYEE is entitled under this Agreement (or any agreement or plan referenced is required in this letter) in connection with order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), such separation portion of EMPLOYEE'S benefits shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected provided to the extent required EMPLOYEE prior to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and expiration of the six-month period measured from the date of EMPLOYEE’S “separation of service” with CUBIC or (ii) the calendar year date of EMPLOYEE’S death. Upon the first business day following the calendar year in which the related taxes are remitted to expiration of the applicable taxing authority. In no event Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 12 shall the Employee be entitled paid in a lump sum to EMPLOYEE, and any 409A Tax Restoration Payment or related remaining payments due under this paragraph if Agreement shall be paid as otherwise provided herein. To the Employee fails to timely execute extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. To the extent that any amendment or other document requested by provision of the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended ambiguous as to comply its compliance with Section 409A of the Code and Code, the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and provision shall be administered accordingly. The read in such a manner that no payments payable under this Agreement shall be construed and interpreted with such intentsubject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. If any provision Each series of installment payments made under this Agreement needs to be revised to satisfy is hereby designated as a series of “separate payments” within the requirements meaning of Section 409A of the Code, then such provision shall be modified . Any reimbursement of expenses 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 in-kind benefits payable under this Agreement is intended shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of EMPLOYEE'S taxable year following the taxable year in which EMPLOYEE incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of EMPLOYEE'S will not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of EMPLOYEE'S, and EMPLOYEE'S right to reimbursement for such amounts shall not be treated as one subject to liquidation or exchange for any other benefit ▇▇▇▇ ▇. ▇▇▇▇▇▇ July 11, 2017 Page 12 of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).19

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amended and restated Agreement constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding anything contained any provision in this the Agreement to the contrarycontrary if, if Employee is deemed by as of the Company at the time effective date of Employee’s “separation from service” with the Company to be termination of employment, he is a “specified employeeSpecified Employee,” each within then, only to the meaning of extent required pursuant to Section 409A of the Code (“409A”409A(a)(2)(B)(i), any compensation or benefits to which Employee becomes entitled payments due under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation which are deemed to be deferred compensation shall not be made or commence until the date which is subject to a six (6) months after month delay following the Employee’s “separation from service” . For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earliestearlier, the date of death of the Employee’s death). Such deferral shall only be -effected ) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the extent required to avoid adverse tax treatment to Employee, including (without limitation) prime rate in effect on the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) first day of such six-month period. Any portion of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have hereunder that were not otherwise been due to be paid during that the six-month period (whether in a single sum or in installments) in following the absence of this Section termination shall be paid to the Employee or in accordance with the payment schedule established herein. (d) The term “Specified Employee’s beneficiary ” shall mean any person who is a “key employee” (as defined in one lump sum. If any payment or benefit under this Agreement would be subject Code Section 416(i) without regard to paragraph (5) thereof), as determined by the excise tax imposed by Section 409A of Bank based upon the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax 12-month period ending on each December 31st (such excise tax, together with any such interest and penalties, are hereinafter collectively 12-month period is referred to below as the “409A Excise Taxidentification period”), then . If Employee will is determined to be entitled a key employee under Code Section 416(i) (without regard to receive from paragraph (5) thereof) during the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also identification period he shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, treated as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to a Specified Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision purposes of this Agreement needs to be revised to satisfy during the requirements 12-month period that begins on the April 1 following the close of Section 409A of the Code, 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 Agreementidentification period. Each payment under this Agreement is intended to be treated as one of a series of separate payment for For purposes of determining whether Employee is a key employee under Code Section 409A of 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Bank for a particular calendar year.

Code Section 409A. Notwithstanding anything contained in (i) If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause you to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of incur any additional tax or interest under Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement regulations or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (orTreasury guidance promulgated thereunder, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Taxshall, as well as all income and employment taxes on the 409A Tax Restoration Paymentafter consulting with you, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause reform such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended provision to comply with Section 409A of the Code Code; provided, that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to you of the interpretative guidance thereunder, including applicable provision without violating the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements provisions of Section 409A of the Code, then such . (ii) Notwithstanding any provision shall be modified or restricted to the extent and contrary in this Agreement, if you are deemed on the manner necessary Date of Termination to be in compliance with such requirements a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and the Company is a public company, then the payments specified as being subject to this Section 11(b)(ii) shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (A) the expiration of the six month period measured from the date of your “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service’ within the meaning of Code Section 409A and, for purposes of any such modification will attempt to maintain the same economic results as were intended under provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (a) All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you (b) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. (v) For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Each Whenever a payment under this Agreement is intended specifies a payment period with reference to a number of days (e.g., “payment shall be treated as one made within thirty (30) days following the date of a series terminations), the actual date of separate payment for purposes of Section 409A within the specified period shall be within the sole discretion of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Company.

Code Section 409A. Notwithstanding anything contained in (a) This Agreement and the amounts payable and other benefits provided under this Agreement are intended to the contrarycomply with, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to or otherwise be a “specified employee,” each within the meaning of exempt from, Section 409A of the Internal Revenue Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and construed in a manner consistent with the requirements and exemptions under Section 409A. If any compensation provision of this Agreement is found not to comply with, or benefits otherwise not be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole reasonable discretion of the Employer and without requiring the Executive’s consent, in such manner as the Employer reasonably determines to which Employee becomes entitled be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion, the Employer shall modify this Agreement in the least restrictive manner necessary and provided further that the Employer have no obligation to indemnify the Executive or hold the Executive harmless from any adverse tax consequences related to any failure to comply with Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. (b) With respect to any reimbursement of expenses of, or any agreement provision of in-kind benefits to, the Executive, as provided under this Agreement, such reimbursement of expenses or plan referenced provision of in-kind benefits shall be subject to the following limitations: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code; (ii) the reimbursement of an eligible expense shall be made as specified in this letterAgreement and in accordance with Employer’s normal reimbursement procedures for senior management, and (iii) in connection with such separation the right to reimbursement or in-kind benefit shall not be made subject to liquidation or commence until exchange for another benefit. (c) If a payment obligation under this Agreement arises on account of the date which is six Executive’s termination of the Executive’s employment and such payment obligation constitutes “deferred compensation” (6as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) months through (b)(12)), it shall be payable only after Employeethe Executive’s “separation from service” (as defined under Treasury Regulation section 1.409A-1(h)); provided, however, that if the Executive is a “specified employee” (as defined under Treasury Regulation section 1.409A-1(i)), any such payment obligation that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earliestearlier, Employeewithin fifteen days after the appointment of the personal representative or executor of the Executive’s estate following the Executive’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).

Code Section 409A. Notwithstanding anything contained in (a) The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the contrarymaximum extent permitted, if Employee this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. (b) If the Executive is deemed by on the Company at the time date of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of that term under Code Section 409A of the Code (“409A”409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section or is otherwise deferred compensation under Code Section 409A, such payment or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation benefit shall not be made or commence until provided at the date which is the earlier of (A) the expiration of the six (6) months after Employee’s 6)-month period measured from the date of such “separation from service” of the Executive, and (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitationB) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) date of the Code in Executive’s death (the absence of such deferral“Delay Period”). Upon the expiration of the applicable deferral periodDelay Period, any compensation or all payments and benefits which delayed pursuant to this Section 16(b) (whether they would have otherwise been paid during that period (whether payable in a single sum or in installments) installments in the absence of this Section such delay) shall be paid or reimbursed to Employee or Employee’s beneficiary the Executive in one a lump sum. If , and any payment or benefit remaining payments and benefits due under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, provided in accordance with 409Athe normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement hereunder shall be made on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no later than such reimbursement or the earlier amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) Employer agrees to timely amend any and all employee benefit plans of Employer (including, without limitation, the EICP, the SERP Program, and the EBPP) and equity plan and grants applicable to Executive as the Employer determines in good faith to be required to comply with the requirements of Code Section 409A. (e) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits: (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not effect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided that the foregoing shall not be violated with regard to expenses covered by Code Section 105(h) that are subject to a limit related to the period in which the arrangement is in effect. Tax gross-up payments under the Agreement, if any, shall be paid in no event later than the end of the calendar year following the calendar year in which the related taxes are remitted to Executive pays such tax. (f) Any Accrued Obligations payable under Section 5 shall be paid in accordance with the provisions of the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment plan, program or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, 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 payroll practice. (g) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. 11 (h) If under this Agreement, an amount is intended to paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treaspayment. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)17.

Code Section 409A. Notwithstanding anything contained The parties intend for this Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). Any term used in this Agreement which is defined in Section 409A or the Treasury Regulations thereunder shall have the meaning set forth therein unless otherwise specifically defined herein. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A and all related rules and Treasury Regulations thereunder in order to preserve the contrary, if payments and benefits provided hereunder without additional cost to either party. If Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each of the Company within the meaning of Section 409A, any payments that would otherwise be paid during the six-month period following the Date of Separation that constitute “deferred compensation” within the meaning of Section 409A of the Code (“409A”)Code, any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not taking into account all applicable exceptions, will be made or commence until deferred and paid on the date which is the first payroll date that is at least six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death)and one day following the Date of Separation. Such deferral The Company makes no representation or warranty and shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid no liability to Employee or Employee’s beneficiary in any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption or exception from, or the conditions of, Section 409A. Each payment under this Agreement, including each installment of transition payments payable pursuant to Paragraph Three (3) of this Agreement, shall be considered a separate payment and not one lump sum. If any payment or benefit of a series of payments for purposes of Section 409A. All reimbursements and in-kind benefits provided under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest made or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, provided in accordance with the requirements of Section 409A, no later than including, where applicable, the earlier of requirement that (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and reimbursement shall be for expenses incurred during such period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the calendar year in which the related taxes are remitted expense is incurred and (iv) the right to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment reimbursement or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordinglybenefits is not subject to liquidation or exchange for another benefit. The Agreement shall be construed and interpreted with such intentNOTICE TO EMPLOYEE: READ BEFORE SIGNING. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)THIS DOCUMENT CONTAINS A RELEASE OF ALL CLAIMS PRIOR TO AND INCLUDING THE DATE OF EMPLOYEE’S EXECUTION OF THIS AGREEMENT.

Code Section 409A. Notwithstanding anything contained in this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A (i) The intent of the Code (“409A”), any compensation or parties is that payments and benefits to which Employee becomes entitled under this Agreement (comply with or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive exempt from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative regulations and guidance thereunderpromulgated thereunder (collectively “Code Section 409A”) and, including accordingly, to the exceptions for short-term deferralsmaximum extent permitted, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The this Agreement shall be construed interpreted to be either exempt from or in compliance therewith. In no event shall Employer or the Parent be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under Section 1 hereof that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and interpreted (B) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(e) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with such intent. If the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement needs to be revised to satisfy providing for the requirements payment of any amounts or benefits that constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of the Code, then any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be modified or restricted treated as a right to receive a series of separate and distinct payments. (v) Notwithstanding any other provision to the extent and contrary, in the manner necessary to be in compliance with such requirements of the Code and no event shall any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended that constitutes “nonqualified deferred compensation” (within the meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (vi) To the extent that any reimbursement of expenses or in-kind benefits constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A), such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code), and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. (vii) Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (A) Employer shall deliver the Release to Executive within ten days following the date of Executive’s termination of employment, (B) provided Employer timely complies with its obligation under clause (A), if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes his or her acceptance of the Release thereafter, he shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (C) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as one “nonqualified deferred compensation” (within the meaning of a series of separate payment for Code Section 409A) shall be made in the later taxable year. For purposes of this Section 409A 1(e)(vii) “Release Expiration Date” shall mean the date that is 31 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 55 days following the date of Executive’s termination of employment. To the extent that any payments of nonqualified deferred compensation (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 1(e)(vii), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and Treas. Reg. §l .409A-2(b)(2)(iiidoes not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to clause (oi: any similar at successor provisionsC) of this Section 1(e)(vii), on the first payroll period to occur in the subsequent taxable year, if later.

Code Section 409A. Notwithstanding anything contained any other provision in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and the Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company determined to be a “specified employee,” each within the meaning of (as defined under Code Section 409A of the Code (“409A”), any payment of deferred compensation or benefits subject to which Code Section 409A to be made to the Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such upon a separation shall from service may not be made or commence until before the date which that is six (6) months after the Employee’s separation from service (or death, if earlier). To the extent that the Employee becomes subject to the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to the Employee during the six months following his separation from service, if any, will be accumulated and paid to the Employee during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” (or, as defined under Code Section 409A if earliest, Employee’s death). Such deferral shall only be -effected and to the extent required under Code Section 409A. Whenever payments under the Agreement are to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or made in installments) in the absence of this Section , each such installment shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs deemed to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not to comply with Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Section 409A, then neither the Corporation, the Board, the Compensation Committee nor its or their designees or agents shall be liable to Employee or other person for actions, decisions or determinations made in good faith.

Code Section 409A. (a) Notwithstanding anything contained any provision to the contrary in this Agreement to the contraryAgreement, if Employee the Executive is deemed by the Company at the time of Employee’s “separation his Separation from service” with the Company Service to be a “specified employee,” each within for purposes of Section 409A(a)(2)(B)(i) of the meaning Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-month period measured from the date of the Executive’s Separation from Service with the Company or (b) the date of Executive’s death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 13(a) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. For purposes of Section 409A of the Code (“409A”including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), any compensation Executive’s right to receive the installment payments payable pursuant to Section 9 or benefits 10 (the “Installment Payments”) shall be treated as a right to which Employee becomes entitled under receive a series of separate payments and, accordingly, each Installment Payment shall at all times be considered a separate and distinct payment. (b) Any reimbursements payable to the Executive pursuant to this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary the Executive no later than thirty (30) days after submission of the appropriate expense report and, if requested, appropriate supporting documents. The amount of expenses reimbursed in one lump sum. If year shall not affect the amount eligible for reimbursement in any payment or benefit subsequent year, and the Executive’s right to reimbursement under this Agreement would will not be subject to the excise tax imposed by Section 409A of the Code (liquidation or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or exchange for his another benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).

Code Section 409A. Notwithstanding anything contained in (i) if any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause you to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of incur any additional tax or interest under Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement regulations or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (orTreasury guidance promulgated thereunder, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Taxshall, as well as all income and employment taxes on the 409A Tax Restoration Paymentafter consulting with you, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause reform such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended provision to comply with Section 409A of the Code Code; provided, that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to you of the interpretative guidance thereunder, including applicable provision without violating the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements provisions of Section 409A of the Code, then such (ii) Notwithstanding any provision shall be modified or restricted to the extent and contrary in this Agreement, if you are deemed on the manner necessary Date of Termination to be in compliance with such requirements a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and the Company is a public company, then the payments specified as being subject to this Section 11 (b)(ii) shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (A) the expiration of the six month period measured from the date of your “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11 (b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such modification will attempt to maintain the same economic results as were intended under provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) (a) All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were (v) For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Each Whenever a payment under this Agreement is intended specifies a payment period with reference to a number of days (e.g., “payment shall be treated as one made within thirty (30) days following the date of a series termination”), the actual date of separate payment for purposes of Section 409A within the specified period shall be within the sole discretion of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Company.

Code Section 409A. Notwithstanding anything contained This Employment Agreement is intended to satisfy the requirements of Code Section 409A, the 409A Regulations, and other guidance, including transition rules, issued thereunder, or an applicable exemption from status as deferred compensation thereunder. Each provision and term of this Employment Agreement should be interpreted accordingly, but if any provision or term would be prohibited by or inconsistent with Code Section 409A, the 409A Regulations, or such other guidance, the parties agree that such provision or term may be amended to the extent necessary to comply with or qualify for an exemption from Code Section 409A, the 409A Regulations, and such other guidance, in a manner determined by independent counsel selected by the Corporation and reasonably acceptable to Employee. For purposes of Code Section 409A, installment payments under this Agreement to the contraryshall be treated as a series of separate payments. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Employee in connection with Employee’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company determined to be a “specified employee,” each within the meaning of as defined in Section 409A of the Code (“409A”409A(a)(2)(b)(i), any compensation then such payment or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation benefit shall not be made or commence paid until the first payroll date which is six (6) months after to occur following the six-month anniversary of the date of termination or if sooner the date of Employee’s death (the “separation from service” (or, if earliest, Employee’s deathSpecified Employee Payment Date”). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee The aggregate of any payments that would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in before the absence of this Section Specified Employee Payment Date shall be paid to Employee (or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”beneficiary) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes a lump sum on the 409A Tax Restoration PaymentSpecified Employee Payment Date and thereafter, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment remaining payments shall be paid to Employee, or for his benefit, without delay in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)their original schedule.

Code Section 409A. Notwithstanding anything contained in any provision of this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Taxconstrued, administered or deemed amended as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit necessary to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code, then such provision shall be modified or restricted ”) to avoid taxation under Code Section 409A(a)(1) to the extent and in subject to Code Section 409A. However, under no circumstances will the manner necessary Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to be in compliance with such requirements of the Code and Executive for any such modification will attempt to maintain the same economic results as were intended taxes, penalties or interest due on amounts paid or payable under this Agreement, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Agreement are intended to be exempt from Code Section 409A to the maximum extent possible, first, to the extent such payments are scheduled to be paid and are in fact paid during the short-term deferral period, as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and then under the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii), and for this purpose each payment will be considered a separate payment such that the determination of whether a payment qualifies as a short-term deferral will be made without regard to whether other payments so qualify and the determination of whether a payment qualifies under the separation pay exemption will be made without regard to any payments which qualify as short-term deferrals. Each payment To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment,” such term will be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Agreement, if Executive is intended to be treated a “specified employee,” as one of a series of separate payment for purposes of defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and Treas. Reg. §l .409A-2(b)(2)(iii(iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment will be delayed until the earlier to occur of (oi: any similar at successor provisions)a) the six-month anniversary of the separation from service or (b) the date of Executive’s death.

Code Section 409A. (a) It is intended that payments and benefits made or provided under this Agreement shall comply with Section 409A of the Code or an exemption thereto. Any payments that qualify for the “short-term deferral” exception, the separation pay exception, or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception, or any other exception or exclusion under Section 409A of the Code. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Officer pursuant to Section 409A of the Code. In the event the payment of nonqualified deferred compensation subject to Section 409A of the Code is contingent on execution of a release of claims and the designated period to execute the release of claims crosses two taxable years, payment of such nonqualified deferred compensation shall be made in the second taxable year. In no event may Officer, directly or indirectly, designate the calendar year of any payment under this Agreement. (b) Notwithstanding anything contained to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Officer’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (c) Notwithstanding any other provision of this Agreement to the contrary, if Employee Officer is deemed by the Company at the time of Employee’s “separation from service” with the Company to be considered a “specified employee,” each for purposes of Section 409A of the Code (as determined in accordance with the methodology established by Umpqua as in effect on the date of Officer’s separation from service (as determined in accordance with Section 409A of the Code)), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code (“409A”), any compensation or benefits that is otherwise due to which Employee becomes entitled Officer under this Agreement during the six‑month period immediately following Officer’s separation from service on account of Officer’s separation from service shall be accumulated and paid to Officer on the first business day of the seventh month following his separation from service (the “Delayed Payment Date”). If Officer dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid either to Officer’s beneficiary or any agreement the personal representative of his estate on the first to occur of the Delayed Payment Date or plan referenced in this letter) in connection with such separation shall not be made or commence until 30 calendar days after the date which is six of Officer’s death. (6d) months after EmployeeDespite any contrary provision of this Agreement, any references to termination of employment or date of termination shall mean and refer to the date of Officer’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) as that term is defined in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Treasury Regulation Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions1.409A-1(h).

Code Section 409A. The Company intends that the Performance Shares shall not constitute “deferred compensation” within the meaning of Section 409A of the Code and this Grant Agreement shall be interpreted based on such intent. In view of uncertainty surrounding Section 409A of the Code, however, if the Company determines after the Grant Date that an amendment to this Grant Agreement is necessary or advisable so that the Performance Shares will not be subject to Section 409A of the Code, or alternatively so that they comply with Section 409A of the Code, it may make such amendment, effective as of the Grant Date or at any later date, without the consent of the Holder. Notwithstanding anything contained in this Grant Agreement to the contrary, to the extent that any payment or benefit constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the Holder’s Termination of Employment, all references to the Holder’s Termination of Employment shall be construed to mean a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) (a “Separation from Service” ), and the Holder shall not be considered to have a Termination of Employment unless such termination constitutes a Separation from Service with respect to the Holder. Notwithstanding anything in this Grant Agreement to the contrary, if Employee a Holder is deemed by the Company at the time of Employeethe Holder’s “separation Separation from service” with the Company Service to be a “specified employee,” each within the meaning for purposes of Section 409A 409A(a)(2)(B)(i) of the Code (“409A”)Code, to the extent delayed commencement of any compensation or portion of the benefits to which Employee becomes Holder is entitled under this Grant Agreement (or any agreement or plan referenced is required in this letterorder to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) in connection with of the Code, such separation portion of Holder’s benefits shall not be made or commence provided to Holder until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue expiration of the six-month period measured from the date of the Holder’s Separation from Service that 409A Excise Taxes are owed and or (ii) the calendar year date of the Holder’s death. Upon the first business day following the calendar year in which expiration of the related taxes are remitted applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to the applicable taxing authoritypreceding sentence shall be paid or distributed in a lump sum to Holder (or to Holder’s estate or beneficiaries), and any remaining payments due to Holder under this Grant Agreement shall be paid or distributed as otherwise provided herein. In no event shall the Employee be entitled A Holder’s right to receive any 409A Tax Restoration Payment or related installment payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Grant Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a right to receive a series of separate payments and, accordingly, each such installment payment for purposes of shall at all times be considered a separate and distinct payment as permitted under Treasury Regulation Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions1.409A-2(b)(2)(iii).

Code Section 409A. a. The Employment Letter as amended by this Second Amendment Agreement is intended to comply with the requirements of Code Section 409A. Accordingly, all provisions herein shall be construed and interpreted to comply with Code Section 409A and if necessary, any such provision shall be deemed amended to comply with Code Section 409A and the regulations thereunder. b. Notwithstanding anything contained any provision to the contrary in this Agreement Second Amendment Agreement, no Severance Benefits to which you otherwise become entitled under Section 7.D. shall be made or provided to you prior to the contraryearlier of (i) the expiration of the 6–month period measured from the date of your Separation from Service or (ii) the date of your death, if Employee is deemed you are deemed, pursuant to procedures established by the Company at the time Compensation Committee of EmployeePWI’s “separation from service” Board in accordance with the Company applicable standards of Code Section 409A and the Treasury Regulations thereunder and applied on a consistent basis for all non–qualified deferred compensation plans subject to Code Section 409A, to be a “specified employee,” each within at the meaning time of Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced such Separation from Service and such delayed commencement is otherwise required in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required order to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable a prohibited distribution under Code Section 409A(a)(l)(B) of the Code in the absence of such deferral409A(a)(2). Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, any compensation or benefits which all Severance Benefits that otherwise would have otherwise been paid payable or reimbursed to you during that the deferral period (whether in a single sum or in installments) in the absence of this Section shall be paid or reimbursed to Employee or Employee’s beneficiary you in one a lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments remaining Severance Benefits due to you pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment Section 7.D. shall be paid to Employee, or for his benefit, provided in accordance with Section 7.D.1. The specified employees subject to such a delayed commencement date shall be identified on December 31 of each calendar year. If you are so identified on any such December 31, you shall have specified employee status for the 12–month period beginning on April 1 of the following calendar year. c. Unless required by Code Section 409A, the 6–month holdback set forth in Section 7.D.4.b. above shall not be applicable to (i) any Severance Benefits under Sections 7.D.1. that qualify as Short–Term Deferral Payments and (ii) any remaining portion of such Severance Payments paid after your Separation from Service to the extent (A) that the dollar amount of those payments does not exceed two times the lesser of (x) your annualized compensation (based on your annual rate of pay for the calendar year preceding the calendar year of your Separation from Service, adjusted to reflect any increase during that calendar year which was expected to continue indefinitely had your Separation from Service not occurred) or (y) the maximum amount of compensation that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which you had a Separation from Service, and (B) such Severance Payments are to be made to you no later than the earlier last day of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the second calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Separation from Service occurs.”

Code Section 409A. All payments upon a termination of service to be made under this Agreement may be made only upon a “separation of service” within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder. Notwithstanding anything contained any provision to the contrary in this Agreement to the contraryAgreement, if Employee is deemed by the Company at the time of Employee’s separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement that are deemed to be “deferred compensation” is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), such portion of Employee’s benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code or (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letterii) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, of Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the first business day following the expiration of the applicable deferral Code Section 409A(a)(2)(B)(i) period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of all payments deferred pursuant to this Section 9(g) shall be paid in a lump sum to Employee or Employee’s beneficiary in one lump sum. If , and any payment or benefit remaining payments due under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employeeas otherwise provided herein. For purposes of Code Section 409A (including, or without limitation, for his benefitpurposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related each payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, 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 treated as were intended under this Agreement. Each a separate payment under this Agreement is intended a right to be treated as one of receive a series of separate payments and, accordingly, each payment for purposes hereunder shall at all times be considered a separate and distinct payment. It is intended that all of the severance payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under of Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the Code greatest extent possible as consistent with those provisions. The Company and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any similar at successor provisions).additional tax or income recognition prior to actual payment to Employee under Section 409A. NeoPhotonics Corporation Confidential Information

Code Section 409A. Notwithstanding anything contained in All separation payments to be made upon a termination of employment under this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s may be made only upon a “separation from of service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code (and the Department of Treasury regulations and other guidance promulgated thereunder. Notwithstanding any provision to the contrary in this Agreement, if EMPLOYEE is deemed by CUBIC at the time of EMPLOYEE’s separation from service to be a “409A”specified employee” for purposes of Code Section 401A(a)(2)(B)(i), to the extent delayed commencement of any compensation or portion of the benefits to which Employee becomes EMPLOYEE is entitled under this Agreement (or any agreement or plan referenced is required in this letter) in connection with order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), such separation portion of EMPLOYEE’S benefits shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected provided to the extent required EMPLOYEE prior to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and expiration of the six-month period measured from the date of EMPLOYEE’S “separation of service” with CUBIC or (ii) the calendar year date of EMPLOYEE’S death. Upon the first business day following the calendar year in which the related taxes are remitted to expiration of the applicable taxing authority. In no event Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 25 shall the Employee be entitled paid in a lump sum to EMPLOYEE, and any 409A Tax Restoration Payment or related remaining payments due under this paragraph if Agreement shall be paid as otherwise provided herein. To the Employee fails to timely execute extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. To the extent that any amendment or other document requested by provision of the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended ambiguous as to comply its compliance with Section 409A of the Code and Code, the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and provision shall be administered accordingly. The read in such a manner that no payments payable under this Agreement shall be construed and interpreted with such intentsubject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. If any provision Each series of installment payments made under this Agreement needs to be revised to satisfy is hereby designated as a series of “separate payments” within the requirements meaning of Section 409A of the Code, then such provision shall be modified . Any reimbursement of expenses 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 in-kind benefits payable under this Agreement is intended shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of EMPLOYEE’S taxable year following the taxable year in which EMPLOYEE incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of EMPLOYEE’S will not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of EMPLOYEE’S, and EMPLOYEE’S right to reimbursement for such amounts shall not be treated as one of a series of separate payment subject to liquidation or exchange for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).other benefit

Code Section 409A. (a) This letter agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A and applicable advice and regulations issued thereunder. (b) Notwithstanding anything contained in this Agreement letter agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A would otherwise be payable or distributable hereunder by reason of Executive’s termination of employment, such amount or benefit will not be payable or distributable to Executive by reason of such circumstance unless the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon a termination of employment, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service” or such later date as may be required by subsection (c) below. (c) Notwithstanding anything in this letter agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment amount or benefit under this Agreement that would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the constitute non-exempt “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,deferred compensation” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which he is a Specified Employee (as defined under Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. §l .409A-2(b)(2)(iiiSection 1.409A-3(j)(4)(ii) (oi: any similar at successor provisionsdomestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes), Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service.” All provisions of the Letter Agreement not amended by this Amendment are ratified and confirmed and shall continue in full force and effect.

Code Section 409A. Notwithstanding anything contained in It is intended that the terms of this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursementsrelated Treasury regulations (“Section 409A”) or an exemption therefrom, and in-kind distributionsthe terms of this Agreement will be interpreted accordingly; provided, however, that the Company, the Company’s affiliates, and their respective employees, officers, directors, agents and representatives (including, without limitation, legal counsel) will not have any liability to Employee with respect to any taxes, penalties, interest or other costs or expenses Employee or any related party may incur with respect to or as a result of Section 409A or for damages for failing to comply with Section 409A. Notwithstanding any provision to the contrary in this Agreement, with respect to any amounts under this Agreement that are determined to be deferred compensation for purposes of Section 409A and payable as a result of Employee’s termination of employment, Employee shall not be administered accordinglydeemed to have terminated employment unless and until Employee has experienced a “separation from service” (as that term is used in Section 409A). The Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate distinct payment for purposes of Section 409A. Any reimbursements or in-kind benefits provided to or for the benefit of Employee that constitute deferred compensation for purposes of Section 409A shall be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv). Accordingly, (i) all such reimbursements will be made not later than the last day of the Code calendar year after the calendar year in which the expenses were incurred, (ii) any right to such reimbursements or in-kind benefits will not be subject to liquidation or exchange for another benefit, and Treas(iii) the amount of the expenses eligible for reimbursement, or the amount of any in-kind benefit provided, during any taxable year will not affect the amount of expenses eligible for reimbursement, or the in-kind benefits provided, in any other taxable year. Reg. §l .409A-2(b)(2)(iii) Without limiting the foregoing and notwithstanding anything contained herein to the contrary, on and after the date on which the Company’s stock becomes publicly traded on an established securities market or otherwise, to the extent required to avoid accelerated taxation or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between Employee and the Company during the six month period immediately following Employee’s separation from service shall instead be paid on the first business day after the date that is six months following Employee’s separation from service (oi: any similar at successor provisionsor, if earlier, Employee's date of death). 6. Except as expressly amended or modified by this First Amendment, the terms and conditions of the Agreement shall remain in full force and effect. This First Amendment may be executed in one or more counterparts, each of which constitutes an original but all of which constitute one and the same instrument. This First Amendment may be amended only by a writing signed by all of the parties hereto.

Code Section 409A. Notwithstanding anything contained (a) Anything in this Agreement to the contrarycontrary notwithstanding, if Employee is deemed by the Company at the time of Employee’s “the EMPLOYEE’S separation from service” with the Company to be a “specified employee,” each service within the meaning of Section 409A of the Code (Code, TBOP’s stock is publicly traded on an established securities market or otherwise and TBOP determines that the EMPLOYEE is a “409A”)specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected then to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit that the EMPLOYEE becomes entitled to under this Agreement on account of the EMPLOYEE’S separation from service would be considered deferred compensation subject to the excise 20% additional tax imposed by pursuant to Section 409A 409A(a) of the Code IRC as a result of the application of Section 409A(a)(2)(B) (or any similar state lawi) or any interest or penalties of the IRC, such payment shall not be payable with respect to and such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as benefit shall not be provided until the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount date that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than is the earlier of (i) fifteen six months and one day after the EMPLOYEE’S separation from service, or (15ii) days following any determination the EMPLOYEE’S death. The first installment payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) for the calendar year following the calendar year month in which the related taxes are remitted date of separation from service occurs, from such date of separation from service until the payment. To the extent that the foregoing applies to the applicable taxing authority. In no event shall provision of any ongoing medical benefits to the Employee EMPLOYEE that would not be entitled required to any 409A Tax Restoration Payment or related payments under this paragraph be delayed if the Employee fails to timely execute any amendment or other document requested premiums therefore were paid by the Company that are intended to cause EMPLOYEE, the EMPLOYEE shall pay the full costs of premiums for such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic medical benefits under this Agreement. This Agreement is intended to comply with Section 409A of during the Code six-month period and TBOP shall pay the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted EMPLOYEE an amount equal to the extent and in amount of such premiums paid by the manner necessary to be in compliance with EMPLOYEE during the six-month period within ten (10) days after the conclusion of such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment period. (b) Solely for purposes of Section 409A of the Code IRC, each installment payment of severance is considered a separate payment. (c) All in-kind benefits provided and Treasexpenses eligible for reimbursement under this Agreement shall be provided by TBOP or incurred by the EMPLOYEE during the time periods set forth in this Agreement. RegAll reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. §l .409A-2(b)(2)(iiiThe amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (d) (oi: To the extent that any similar at successor provisionspayment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the IRC, and to the extent that such payment or benefit is payable upon the EMPLOYEE’S termination of employment, then such payments or benefits shall be payable only upon the EMPLOYEE’S “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation § 1.409A-l(h).

Code Section 409A. Notwithstanding anything contained in (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the contrarymaximum extent permitted, if Employee this Agreement shall be interpreted to be in compliance therewith. (b) If Executive is deemed by on the Company at the time Date of Employee’s “separation from service” with the Company Termination to be a “specified employee,” each within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of the Code (a “409A”), any compensation separation from service,” such payment or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation benefit shall not be made or commence until provided at the date which is six the earlier of (A) the expiration of the 6) months after Employee’s -month period measured from the date of such “separation from service” of Executive, and (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitationB) the additional twenty percent date of Executive’s death (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral“Delay Period”). Upon the expiration of the applicable deferral periodDelay Period, any compensation or all payments and benefits which delayed pursuant to this Section 8(b) (whether they would have otherwise been paid during that period (whether payable in a single sum or in installments) installments in the absence of this Section such delay) shall be paid or reimbursed to Employee or Employee’s beneficiary Executive in one a lump sum. If , and any payment or benefit remaining payments and benefits due under this Agreement would shall be subject to paid or provided in accordance with the excise tax imposed by normal payment dates specified for them herein. For purposes of Code Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax409A, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled Executive’s right to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative installment payments pursuant to this paragraph also Agreement shall be “409A Tax Restoration Payments”) in an amount that shall fund treated as a right to receive a series of separate and distinct payments. In no event may Executive, directly or indirectly, designate the payment by employee calendar year of any 409A Excise Taxpayment to be made under this Agreement that is considered nonqualified deferred compensation. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with permitted by Code Section 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the calendar amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the calendar taxable year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)expense occurred.

Code Section 409A. Notwithstanding anything contained in the Plan or this Agreement to the contrary, if Employee any payment with respect to any RSUs (including any Dividend Equivalents) is deemed by the Company at the time subject to Code Section 409A and if such payment is to be paid or provided on account of EmployeeParticipant’s “Termination Date (or other separation from service” with the Company to be service or termination of employment, other than death): (a) and if Participant is a “specified employee,” each employee (within the meaning of Code Section 409A of the Code (“409A”), ) and if any compensation such payment or benefits benefit is required to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence provided prior to the date which is six (6) months following Participant’s Termination Date, such payment or benefit shall be delayed until the date which is six (6) months after Employeeand one (1) day following Participant’s “separation from service” Termination Date; provided, however, that if Participant dies prior to such six (or6)-month anniversary, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section all remaining payments shall be paid to Employee his estate within ninety (90) days following his death; and (b) the determination as to whether Participant has had a Termination Date (or Employee’s beneficiary other termination of employment or separation from service) shall be made in one lump sumaccordance with the provisions of Code Section 409A and the guidance issued thereunder without application of any alternative levels of reductions of bona fide services permitted thereunder. If any payment or benefit It is the intent of this Agreement to comply with the requirements of Code Section 409A so that none of the RSUs provided under this Agreement would or Stock issuable hereunder will be subject to the excise additional tax imposed by under Code Section 409A 409A, and any ambiguities herein will be interpreted to so comply. None of the Code (Company, any Affiliate or any similar state law) or Subsidiary, however, makes any interest or penalties payable representation regarding the tax consequences of this Award. ▇▇▇▇ ▇▇▇▇▇▇▇ Nutrition Company By: __________________________ Senior Vice President, General Counsel and Secretary I have read this Agreement in its entirety. I understand that the RSUs have been granted to provide a means for me to acquire and/or expand an ownership position in ▇▇▇▇ ▇▇▇▇▇▇▇ Nutrition Company, and it is expected that I will retain the Stock I receive upon the settlement of the RSUs consistent with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) Company’s Stock retention guidelines in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee effect at the highest marginal ratetime of settlement of the RSUs. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of I acknowledge and agree that (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes RSUs are owed nontransferable, except as provided herein and in the Plan, (ii) the calendar year following RSUs are subject to forfeiture in the calendar year event of my Termination Date in which certain circumstances, as specified in the related taxes are remitted Agreement, and (iii) sales of Stock will be subject to the applicable taxing authorityCompany’s policy regulating trading by employees. In no event shall the Employee be entitled to any 409A Tax Restoration Payment accepting this grant, I hereby agree that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, or related payments under this paragraph if the Employee fails to timely execute any amendment or such other document requested by vendor as the Company that are intended may choose to cause such payment or benefit administer the Plan, may provide the Company with any and all account information necessary to comply monitor my compliance with Section 409A, which amendment or document does not adversely affect Employeethe Company’s substantive economic benefits under Stock retention guidelines and other applicable policies. I hereby agree to all the terms and conditions set forth in this Agreement. This Agreement is intended to comply with Section 409A and accept the grant of the Code and RSUs subject thereto. Where electronic acceptance is permitted under applicable law, electronic acceptance of the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and RSUs shall be administered accordinglybinding on the Participant. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oiBy: any similar at successor provisions).___________________________________ Participant Signature

Code Section 409A. Notwithstanding anything contained any other provision in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and the Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company determined to be a “specified employee,” each within the meaning of (as defined under Code Section 409A of the Code (“409A”), any payment of deferred compensation or benefits subject to which Code Section 409A to be made to the Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such upon a separation shall from service may not be made or commence until before the date which that is six (6) months after the Employee’s separation from service (or death, if earlier). To the extent that the Employee becomes subject to the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to the Employee during the six months following his separation from service, if any, will be accumulated and paid to the Employee during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” (or, as defined under Code Section 409A if earliest, Employee’s death). Such deferral shall only be -effected and to the extent required to avoid adverse tax treatment to Employeeunder Code Section 409A. Further, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installmentsi) in the absence event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise taxAgreement, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year terms used in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted in accordance with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Code Section 409A of the Code, then such provision shall be modified or restricted if and to the extent and required. Further, 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 event that this Agreement is intended or any benefit thereunder shall be deemed not to comply with Code Section 409A, then neither the Corporation, the Board, the Compensation Committee nor its or their designees or agents shall be treated as one of a series of separate payment liable to Employee or other person for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)actions, decisions or determinations made in good faith.

Code Section 409A. The intent of the parties is that payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A and applicable guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Employee by Code Section 409A or any damages for failing to comply with Code Section 409A. To the extent any taxable expense reimbursement or in-kind benefits under this Agreement is subject to Code Section 409A, the amount thereof eligible in any calendar year shall not affect the amount eligible for any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or receipt of in-kind benefits be subject to liquidation or exchange for another benefit. Notwithstanding anything contained in any provisions of this Agreement to the contrary, if the Employee is deemed a “specified employee” (within the meaning of Code Section 409A and determined pursuant to any policies adopted by the Company consistent with Code Section 409A), at the time of the Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A , and if any portion of the Code (“409A”), any compensation payments or benefits to which be received by the Employee becomes entitled upon separation from service would be considered deferred compensation under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall Code Section 409A and cannot be made paid or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected provided to the extent required to avoid adverse tax treatment to EmployeeEmployee without the Employee incurring taxes, including (without limitation) the additional twenty percent (20%) tax for which Employee interest or penalties under Code Section 409A, amounts that would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall Agreement and benefits that would otherwise be “409A Tax Restoration Payments”) provided pursuant to this Agreement, in an amount that shall fund each case, during the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on six-month period immediately following the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes Employee’s separation from service will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall instead be paid to Employee, or for his benefit, in accordance with 409A, no later than made available on the earlier of (i) fifteen (15) days the first business day of the seventh month following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and date of the Employee’s separation from service or (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, 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 Agreementdeath. Each payment under this Agreement is intended to be treated as a “separate payment” and not one of a series of separate payment payments for purposes of Code Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).409A.

Code Section 409A. Notwithstanding anything contained All COC Benefits and reimbursements payable in cash to the Executive under this Agreement are intended to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” comply with the Company to “short term deferral” exception specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), or otherwise be a “specified employee,” each within the meaning of excepted from coverage under Section 409A of the Code (“Section 409A”). In addition, any compensation or benefits to which Employee becomes entitled under this Agreement (will be interpreted, operated, and administered by the Company to the extent deemed reasonably necessary to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A, including any agreement temporary or plan referenced final Treasury regulations and guidance promulgated thereunder. Notwithstanding any other provision of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” under Section 409A, such reimbursement shall be provided no later than December 31 of the year following the year in this letter) in connection with such separation shall not be made or commence until which the date which is six (6) months after Employee’s “separation from service” expense was incurred (or, if earliestwhere applicable, Employee’s deathno later than such earlier time required by the Agreement). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) The amount of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary expenses reimbursed in one lump sumyear shall not affect the amount eligible for reimbursement in any subsequent year. If The amount of any payment or benefit under this Agreement would be subject to in-kind benefits provided in one year shall not affect the excise tax imposed by Section 409A amount of the Code (or in-kind benefits provided in any similar state law) or any interest or penalties other year, and no amounts payable with respect to such excise tax Executive’s equity interest (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from if any) in the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest offset or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted reduce amounts payable to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits Executive under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Code, then such provision right to receive payments in the form of installment payments shall be modified or restricted treated as a right to the extent receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate 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 Agreementdistinct payment. Each Whenever a payment under this Agreement is intended to may be treated as one paid within a specified period, the actual date of a series of separate payment for purposes of Section 409A within the specified period shall be within the sole discretion of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Company.

Code Section 409A. 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 anything contained in any other provision of this Agreement to the contrary, if Employee Recipient is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “"specified employee,” each " within the meaning of Code Section 409A of and the Code (“409A”)regulations issued thereunder, any compensation and a payment or benefits to which Employee becomes entitled under benefit provided for in this Agreement (would be subject to additional tax under Code Section 409A if such payment or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which benefit is paid within six (6) months after EmployeeRecipient’s “"separation from service” " (orwithin the meaning of Code Section 409A), if earliestthen such payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following Recipient’s separation from service except as provided in the immediately following sentence. In such an event, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee any payments or benefits that would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of have been made or provided during such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits six-month period and which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this incurred such additional tax under Code Section 409A shall instead be paid to Employee or Employee’s beneficiary Recipient in one lump sum. If any a lump-sum cash payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days the first regular payroll date of the seventh month following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and month in which the Recipient’s separation from service occurs or (ii) the calendar year 10th business day following Recipient’s death. If Recipient’s termination of employment hereunder does not constitute a "separation from service" within the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of Recipient’s employment and which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended are subject to comply with Code Section 409A shall not be paid until Recipient has experienced a "separation from service", or other permitted payment event, within the meaning of Code Section 409A. If the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code60 day Release period covers two taxable years, then such provision shall be modified or restricted to the extent required by Code Section 409A, any portion of the Award that otherwise would be paid in such first taxable year instead shall be withheld and paid in such second taxable year. Neither the Company nor any of its Subsidiaries or affiliates shall have any liability or obligation to Recipient 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 event that this Agreement does not comply with, or is intended to be treated as one of a series of separate payment for purposes of not exempt from, Code Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).409A.

Code Section 409A. Notwithstanding anything contained This Separation Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or an exemption thereunder and will be construed and administered in this Agreement accordance with Section 409A to the contrary, if Employee is deemed by the Company at the time of Employee’s “maximum extent possible. Any payments under this Separation Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service” service or as a short-term deferral will be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Separation Agreement will be treated as a separate payment. Notwithstanding the foregoing, the COMPANY makes no representations that the payments and benefits provided under this Separation Agreement comply with Section 409A and in no event will the Company to COMPANY be a “specified employee,” each liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred on account of non-compliance with Section 409A. To the extent that any reimbursement or in-kind benefit provided under this Separation Agreement is nonqualified deferred compensation within the meaning of Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of : (i) fifteen (15) days following the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any determination by the Internal Revenue Service that 409A Excise Taxes are owed and other taxable year; (ii) the reimbursement of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the related taxes expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. The term “terminate employment” and similar terms as used in this Separation Agreement shall mean a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h) (“Separation from Service”). If you are remitted a “specified employee,” determined pursuant to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested procedures adopted by the Company that are intended to cause such payment or benefit to comply COMPANY in compliance with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A on the date of your Separation from Service, and if any portion of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs payments or benefits to be revised to satisfy received by you upon your Separation from Service would constitute nonqualified deferred compensation (within the requirements meaning of Section 409A of the Code409A), then such provision shall be modified or restricted to the extent and in required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable or provided pursuant to this Separation Agreement during the manner necessary to six-month period immediately following your Separation from Service will instead be in compliance with such requirements paid or made available on the earlier of (i) the date that the first business day of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iiiseventh month after your Separation from Service or (ii) (oi: any similar at successor provisions)your death.

Code Section 409A. Notwithstanding anything contained Section XX of the Employment Agreement (as amended by paragraphs 7 and 8 of Amendment No. 2, addressing Section 409A of the Internal Revenue Code (“Code”)) is hereby incorporated into this Agreement by reference as if fully set forth in this Agreement to Agreement. On the contrarySeparation Date, if Employee the Executive is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of that term under Section 409A 409A(a)(2)(B) of the Code Code; as a result, and notwithstanding any other provision of this Agreement or the Employment Agreement, (“409A”)i) with regard to any payment, the providing of any compensation benefit or benefits to which Employee becomes entitled any distribution of equity under this Agreement (that constitutes “deferred compensation” subject to Code Section 409A, payable upon separation from service, such payment, benefit or any agreement or plan referenced in this letter) in connection with such separation distribution shall not be made or commence until provided prior to the earlier of (x) the expiration of the six-month period measured from the date which is six of the Separation Date (6) months after Employee’s or, if later, his “separation from service” as referred to in Code Section 409A) (as applicable, “409A Separation Date”) or (y) the date of the Executive’s death; and (ii) on the first day of the seventh month following the date of the 409A Separation Date or, if earliestearlier, Employee’s on the date of death). Such deferral , (x) all payments delayed pursuant to Section 2.3(i) shall only be -effected paid or reimbursed to the extent required Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal dates specified for them herein and (y) all distributions of equity delayed pursuant to avoid adverse tax treatment Section 2.3(i) shall be made to Employeethe Executive; provided, including (that, without limitation) , the additional twenty percent (20%) tax for which Employee would otherwise be liable lump sum cash severance payment payable to the Executive under Section 409A(a)(l)(B2.1(a) above, the vesting of the RSUs and PVRSUs under Section 2.1(b) above and the lump sum cash payment payable to the Executive under Section 2.1(c) above are each intended to qualify as a short-term deferral under Treasury Regulation Section 1.409A-1(b)(4) and will be provided within the time periods provided in Section 2.1 of this Agreement and in accordance with Section VII(d) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Employment Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).

Code Section 409A. The Restricted Stock Units are intended to comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained in this Agreement herein to the contrary, if Employee is deemed by the Company at Participant shall not be considered to have terminated employment with the time Corporation for purposes of Employee’s any payments under this Award Agreement which are subject to Section 409A of the Code until the Participant has incurred a “separation from service” with from the Company to be a “specified employee,” each Corporation within the meaning of Section 409A of the Code (“409A”), any compensation Code. Each amount to be paid or benefits benefit to which Employee becomes entitled be provided under this Award Agreement (shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid an accelerated or any agreement or plan referenced in additional tax under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this letter) in connection with such Award Agreement during the six-month period immediately following the Participant’s separation from service shall not instead be made or commence until paid on the first business day after the date which that is six (6) months after Employeefollowing the Participant’s “separation from service” service (or, if earliestearlier, Employeethe Participant’s date of death). Such deferral shall only be -effected to To the extent required to avoid adverse an accelerated or additional tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) 409A of the Code in Code, (i) amounts reimbursable to the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section Participant shall be paid to Employee the Participant on or Employee’s beneficiary before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Participant) during one lump sum. If year may not affect amounts reimbursable or provided in any payment or benefit subsequent year, and (ii) any tax gross-up payments (and related reimbursements) payable to the Participant under this Award Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier end of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to tax resulting in the applicable taxing authoritygross-up is paid. In The Corporation makes no event shall representation that any or all of the Employee payments described in this Award Agreement will be entitled to any 409A Tax Restoration Payment exempt from or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs makes no undertaking to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of preclude Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: from applying to any similar at successor provisions)such payment.

Code Section 409A. (a) Notwithstanding anything contained to the contrary in this Agreement Agreement, the payments made or benefits provided to any of the Managers hereunder are intended to be exempt from or compliant with the provisions of Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the contrarymaximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance therewith with respect to such payments or benefits. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 11 shall govern with respect to any payments or benefits provided to any of the Managers to the extent that such payments or benefits constitute “nonqualified deferred compensation” for purposes of Code Section 409A. (b) The Lump Sum Fee, if Employee is deemed by earned and payable to a Manager pursuant to Section 4(d), shall be paid within the Company at the time of Employeesixty (60) day period following such Manager’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Code Section 409A upon the termination of this Agreement under Section 4(d). Notwithstanding anything to the contrary in Sections 4(c) or 4(e), the payment of the Code (“409A”), any compensation Base Fee or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall the Lump Sum Fee may not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) deferred beyond March 15 of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which such fee is otherwise payable. (c) To the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment extent that reimbursements or related payments other in-kind benefits under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, which amendment (i) all such expenses or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended other reimbursements hereunder shall be made on or prior to comply with Section 409A the last day of the Code and taxable year following the interpretative guidance thereundertaxable year in which such expenses were incurred by the applicable Manager, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and (ii) any right to such reimbursement or in-kind distributionsbenefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If in any provision of this Agreement needs way affect the expenses eligible for reimbursement, or in-kind benefits to be revised to satisfy the requirements of Section 409A of the Codeprovided, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)other taxable year.

Code Section 409A. The Parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with Section 409A of the U.S. Internal Revenue Code of 1986 (“Section 409A”) to the extent applicable thereto. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service (within the meaning of Section 409A), as a short-term deferral, or otherwise shall be excluded from Section 409A to the maximum extent possible. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to you pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A. Notwithstanding anything contained in any provision of this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in shall be interpreted and construed consistent with this letter) in connection with such separation intent, provided that Aon shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment assume any increased economic burden in connection therewith. With respect to Employee, including expenses eligible for reimbursement under the terms of this Agreement: (without limitationa) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence amount of such deferral. Upon expenses eligible for reimbursement in any taxable year shall not affect the expiration expenses eligible for reimbursement in another taxable year; and (b) any reimbursements of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section such expenses shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, made no later than the earlier end of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted expenses were incurred, except, in each case, to the applicable taxing authorityextent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A. Notwithstanding anything contained herein to the contrary, if you are a “specified employee,” as defined in Section 409A, as of the date of your separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A, (ii) is payable upon your separation from service, and (iii) under the terms of this Agreement would be payable prior to the six (6)-month anniversary of your separation from service, such payment shall be delayed until the earlier to occur of (A) the first business day following the six (6)-month anniversary of the separation from service or (B) the date of your death. In Although the Company intends to administer this Agreement so that it will comply with the requirements of Section 409A, the Company does not represent or warrant that this Agreement will comply with Section 409A or any other provision of federal, state, local, or non-United States law and in no event shall the Employee Aon be entitled to liable for all or any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute portion of any amendment taxes, penalties, interest, or other document requested expenses that may be incurred by you on account of non-compliance with Section 409A or other applicable law. In the Company that are intended to cause such payment or benefit to event provisions of this Agreement do not comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive the Parties shall use reasonable business efforts to amend this Agreement as necessary to bring it into compliance while, to the largest extent possible, maintaining the economic benefits under this Agreement. This Agreement is intended to comply with Section 409A interests hereunder of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Parties.

Code Section 409A. (i) Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to this Agreement shall be made in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (“Separation Pay Plans”) or Treas. Reg. Section 1.409A-1(b)(4) (“Short-Term Deferrals”). However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then if Employee Executive is deemed by the Company at the time of Employee’s “separation his Separation from service” with the Company Service to be a “specified employee,” each for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s termination benefits shall not be provided to Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Executive’s Separation from Service or (B) the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 10(h)(i) shall be paid in a lump sum to Executive. The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall be made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto). (ii) Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any tax year of Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of Executive and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be made to Executive as soon as administratively practicable following such submission, but in no event later than the last day of Executive’s taxable year following the taxable year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after the last day of Executive’s taxable year following the taxable year in which the expense was incurred. This Section shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to Executive. (iii) This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Agreement become subject to (A) the gross income inclusion set forth within Code Section 409A(a)(1)(A) or (B) the meaning interest and additional tax set forth within Code Section 409A(a)(1)(B) (together, referred to herein as the “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A Penalties. For purposes of Section 409A of the Code (“409A”including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (iv) If the Company and Executive determine that any compensation or benefits to which Employee becomes entitled payable under this Agreement may be or become subject to Code Section 409A and related Department of Treasury guidance, the Company and Executive agree to amend this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or any agreement take such other actions as the Company and Executive deem necessary or plan referenced in this letterappropriate to (A) in connection with such separation shall not be made or commence until exempt the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or and benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit payable under this Agreement would be subject to the excise tax imposed by from Code Section 409A and/or preserve the intended tax treatment of the Code (or any similar state law) or any interest or penalties payable compensation and benefits provided with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to EmployeeAgreement, or for his benefit, in accordance with 409A, no later than the earlier of (iB) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Code Section 409A and related Department of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Treasury guidance.

Code Section 409A. (a) The intent of the parties is that payments and benefits under this Agreement comply with or are exempt from Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with or exempt from Code Section 409A; provided, however that in no event shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A. (b) To the extent that Executive is a “specified employee” (as such term is defined under Code Section 409A) as of the date of termination, the severance pay set forth in this Section shall commence six months after the date of the date of separation from service (the “Six-Month Delay”). Payments to which Executive would otherwise be entitled during the Six Month Delay will be accumulated and paid on the first day of the seventh month following the date of termination. Notwithstanding anything contained the preceding sentence, to the maximum extent permitted under Section 409A and Treas. Reg. §1.409A-1(b)(9)(iii) (or any similar or successor provisions), during the period of the Six-Month Delay, the Company will pay Executive an amount equal to the lesser of (i) the total Severance Benefits payable at the times prescribed under Section 4(b)(iii) and (ii) two times the lesser of (A) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Code Section 401(a)(17) for the year in which the Termination Date occurs, and (B) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the taxable year of Executive preceding the taxable year of Executive in which Executive’s Termination Date occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive had not had a Termination Date). Such payments will be made during the period of the Six-Month Delay, as scheduled under this Section. (c) For purposes of Code Section 409A, any payment of “deferred compensation” due to Executive solely as a result of his Termination shall be payable only if Executive has had a “separation from service” as defined in Treasury Regulation Section 1.409-1(h). (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) Notwithstanding any other provision of this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A of the be subject to offset by any other amount unless otherwise permitted by Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).Section 409A.

Code Section 409A. Notwithstanding anything contained This Agreement is intended to comply, and shall be administered consistently in all respects, with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and any regulations and additional guidance promulgated thereunder, to the extent applicable. In this connection, Valero shall have authority to take any action, or refrain from taking any action, with respect to this Agreement that is reasonably necessary to ensure compliance with Code Section 409A (provided that Valero shall choose the contraryaction that best preserves the value of the payments and benefits provided to me under this Agreement that is consistent with Code Section 409A), if Employee and the parties agree that this Agreement shall be interpreted in a manner that is deemed consistent with Code Section 409A. In furtherance, but not in limitation of the foregoing: (a) in no event may I designate, directly or indirectly, the calendar year of any payment to be made hereunder; (b) as I am a “specified employee” within the meaning of Code Section 409A, payments which constitute a “deferral of compensation” under Code Section 409A and which would otherwise become due during the first six (6) months following my separation of employment shall be delayed and all such delayed payments shall be paid in full in the seventh (7th) month after the Retirement Date, provided that the above delay shall not apply to any payment that is excepted from coverage by Code Section 409A, such as a payment covered by the Company at the time short-term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4); (c) notwithstanding any other provision of Employee’s this Agreement, my termination, resignation or retirement of my employment hereunder, shall mean, and be interpreted consistent with, a “separation from service” with the Company to be a “specified employee,” each within the meaning of Code Section 409A 409A, and “Retirement Date”, or similar terms, for purposes of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until determining the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would is required to be provided hereunder, shall be deemed to mean the date of my separation from service within the meaning of Code Section 409A; and (d) with respect to any reimbursement of fees and expenses, or similar payments, including gross-up payments, or any in-kind benefits, the following shall apply: (i) the amount of expenses eligible for reimbursement hereunder, or in-kind benefits to which I am entitled hereunder, in any particular year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other year; (ii) the right to reimbursement of expenses or in-kind benefits shall not be subject to liquidation or exchange for any other benefit; and (iii) the excise tax imposed by Section 409A reimbursement of the Code (an eligible expense or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional a payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund made on or before the payment by employee last day of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to expense was incurred or the applicable taxing authority. In no event shall payment was remitted, as the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)case may be.

Code Section 409A. Notwithstanding anything contained any other provision in this Agreement to the contrary, if Employee and to the extent that Code Section 409A is deemed by to apply to any benefit under this Agreement, it is the general intention of the Company at that such benefits will, to the time extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement will, to the extent practicable, be construed in accordance therewith. Deferrals of Employee’s “separation benefits distributable pursuant to this Agreement that are otherwise exempt from service” with Code Section 409A in a manner that would cause Code Section 409A to apply will not be permitted unless such deferrals follow Code Section 409A. In the event that the Company (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee,” each within the meaning of (as defined under Code Section 409A of the Code (“409A”), any payment that is deemed to be deferred compensation or benefits under Code Section 409A to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such be made to the Executive upon a separation shall from service may not be made or commence until before the date which that is six (6) months after Employeethe Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six (6)-month delay rule, all payments that would have been made to the Executive during the six (6) months following his separation from service that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to the Executive during the seventh (7th) month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” (or, as defined under Code Section 409A if earliest, Employee’s death). Such deferral shall only be -effected and to the extent required to avoid adverse tax treatment to Employeeunder Code Section 409A. Further, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installmentsi) in the absence event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions will, to the extent practicable, be deemed to be made a part of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise taxAgreement, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year terms used in which the related taxes are remitted this Agreement will be construed in accordance with Code Section 409A if and to the applicable taxing authorityextent required. In no Further, in the event shall the Employee that this Agreement or any benefit thereunder will be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit deemed not to comply with Code Section 409A, which amendment then neither the Company, the Board, the Committee nor its or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended their designees or agents will be liable to comply with Section 409A of the Code and the interpretative guidance thereunderany participant or other person for actions, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified decisions or restricted to the extent and determinations made in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)good faith.

Code Section 409A. (a) It is intended that payments and benefits made or provided under this Agreement shall comply with Section 409A of the Code or an exemption thereto. Any payments that qualify for the “short-term deferral” exception, the separation pay exception, or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception, or any other exception or exclusion under Section 409A of the Code. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Officer pursuant to Section 409A of the Code. In the event the payment of nonqualified deferred compensation subject to Section 409A of the Code is contingent on execution of a release of claims and the designated period to execute the release of claims crosses two taxable years, payment of such nonqualified deferred compensation shall be made in the second taxable year. In no event may Officer, directly or indirectly, designate the calendar year of any payment under this Agreement. (b) Notwithstanding anything contained to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Officer’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (c) Notwithstanding any other provision of this Agreement to the contrary, if Employee Officer is deemed by the Company at the time of Employee’s “separation from service” with the Company to be considered a “specified employee,” each for purposes of Section 409A of the Code (as determined in accordance with the methodology established by Umpqua as in effect on the date of Officer’s separation from service (as determined in accordance with Section 409A of the Code)), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code (“409A”), any compensation or benefits that is otherwise due to which Employee becomes entitled Officer under this Agreement during the sixmonth period immediately following Officer’s separation from service on account of Officer’s separation from service shall be accumulated and paid to Officer on the first business day of the seventh month following his separation from service (the “Delayed Payment Date”). If Officer dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid either to Officer’s beneficiary or any agreement the personal representative of his estate on the first to occur of the Delayed Payment Date or plan referenced in this letter) in connection with such separation shall not be made or commence until 30 calendar days after the date which is six of Officer’s death. (6d) months after EmployeeDespite any contrary provision of this Agreement, any references to termination of employment or date of termination shall mean and refer to the date of Officer’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) as that term is defined in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Treasury Regulation Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions1.409A-1(h).

Code Section 409A. Notwithstanding anything contained in (i) If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause you to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of incur any additional tax or interest under Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement regulations or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (orTreasury guidance promulgated thereunder, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Taxshall, as well as all income and employment taxes on the 409A Tax Restoration Paymentafter consulting with you, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause reform such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended provision to comply with Section 409A of the Code Code; provided, that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to you of the interpretative guidance thereunder, including applicable provision without violating the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements provisions of Section 409A of the Code, then such . (ii) Notwithstanding any provision shall be modified or restricted to the extent and contrary in this Agreement, if the manner necessary date of any payment or the commencement of any installment payments payable under this Agreement must be delayed for six months in order to be in compliance with such meet the requirements of Section 409A(a)(2)(B) of the Code applicable to “specified employees”, then any such payment or payments shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (A) the expiration of the six month period measured from the date of your “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any such modification will attempt to maintain the same economic results as were intended remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) (a) All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you (b) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. (v) For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Each Whenever a payment under this Agreement is intended specifies a payment period with reference to a number of days (e.g., “payment shall be treated as one made within thirty (30) days following the date of a series termination”), the actual date of separate payment for purposes of Section 409A within the specified period shall be within the sole discretion of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Company.

Code Section 409A. Notwithstanding anything contained in (a) The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the contrarymaximum extent permitted, if Employee this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. (b) If the Executive is deemed by on the Company at the time date of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of that term under Code Section 409A of the Code (“409A”409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section or is otherwise deferred compensation under Code Section 409A, such payment or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation benefit shall not be made or commence until provided at the date which is the earlier of (i) the expiration of the six (6) months after Employee’s 6)-month period measured from the date of such “separation from service” of the Executive, and (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitationii) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) date of the Code in Executive’s death (the absence of such deferral“Delay Period”). Upon the expiration of the applicable deferral periodDelay Period, any compensation or all payments and benefits which delayed pursuant to this Section 16(b) (whether they would have otherwise been paid during that period (whether payable in a single sum or in installments) installments in the absence of this Section such delay) shall be paid or reimbursed to Employee or Employee’s beneficiary the Executive in one a lump sum. If , and any payment or benefit remaining payments and benefits due under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, provided in accordance with 409Athe normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement hereunder shall be made on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no later than such reimbursement or the earlier amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) Employer agrees to timely amend any and all employee benefit plans of Employer (including, without limitation, the EICP, the SERP Program, and the EBPP) and equity plan and grants applicable to the Executive as the Employer determines in good faith to be required to comply with the requirements of Code Section 409A. (e) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits: (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not effect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided that the foregoing shall not be violated with regard to expenses covered by Code Section 105(h) that are subject to a limit related to the period in which the arrangement is in effect. Tax gross- up payments under the Agreement, if any, shall be paid in no event later than the end of the calendar year following the calendar year in which the related taxes are remitted to Executive pays such tax. (f) Any Accrued Obligations payable under Section 5 shall be paid in accordance with the provisions of the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment plan, program or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, 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 payroll practice. (g) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Employer. (h) If under this Agreement, an amount is intended to paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)payment.

Code Section 409A. Notwithstanding anything contained in (a) The parties agree that this Agreement shall be interpreted to comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder to the contraryextent applicable (collectively “Code Section 409A”), if Employee is deemed by and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. The Executive acknowledges that under the tax laws he and not the Company at is liable for any additional tax, interest or penalties that may be imposed under Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the time payment of Employee’s any amounts or benefits subject to Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” with within the Company meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Employee is deemed on the date of termination to be a “specified employee,” each within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section 12.6(b) or that is otherwise considered deferred compensation under Code Section 409A payable on account of the Code (a “409A”), any compensation separation from service,” such payment or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation benefit shall not be made or commence until provided at the date which is the earlier of (i) the expiration of the six (6) months after Employee’s 6)-month period measured from the date of such “separation from service” of Employee, and (or, if earliest, ii) the date of Employee’s deathdeath (the “Delay Period”). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral periodDelay Period, any compensation or all payments and benefits which delayed pursuant to this Section 12.6(b) (whether they would have otherwise been paid during that period (whether payable in a single sum or in installments) installments in the absence of this Section such delay) shall be paid or reimbursed to Employee or Employee’s beneficiary in one a lump sum. If , and any payment or benefit remaining payments and benefits due under this Agreement would shall be paid or provided in accordance with the normal payment dates specified for them herein. (i) All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (ii) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and (iii) the right to reimbursement or in-kind benefits shall not be subject to the excise tax imposed by liquidation or exchanged for another benefit. (d) For purposes of Code Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax409A, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled Employee’s right to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative installment payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed treated as a right to receive a series of separate and interpreted with such intentdistinct payments. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, 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 Whenever a payment under this Agreement is intended specifies a payment period with reference to a number of days (e.g., “payment shall be treated as one made within thirty (30) days following the date of a series termination”), the actual date of separate payment for purposes of Section 409A within the specified period shall be within the sole discretion of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Company.

Code Section 409A. Notwithstanding anything contained in (a) The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the contraryextent applicable (collectively, if Employee “Code Section 409A”), and all provisions of this Agreement be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) A termination of employment shall not be deemed to have occurred, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment, unless such termination is deemed by the Company at the time of Employee’s also a “separation from service” with within the Company meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee,” each within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of the Code (a “409A”), any compensation separation from service,” such payment or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not benefit be made or commence until provided at the date which is the earlier of (i) the expiration of the six (6) months after Employee’s 6)-month period measured from the date of such “separation from service” of Executive, and (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitationii) the additional twenty percent date of Executive’s death (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral“Delay Period”). Upon the expiration of the applicable deferral periodDelay Period, any compensation or all payments and benefits which delayed pursuant to this Section 11(b) (whether they would have otherwise been paid during that period (whether payable in a single sum or in installments) installments in the absence of this Section such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Employee or Employee’s beneficiary Executive in one a lump sum. If , and any payment or benefit remaining payments and benefits due under this Agreement would shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the excise tax imposed amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 409A 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise taxSection 409A, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled Executive’s right to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative installment payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed treated as a right to receive a series of separate and interpreted with such intentdistinct payments. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, 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 Whenever a payment under this Agreement is intended specifies a payment period with reference to a number of days (e.g., “payment shall be treated as one made within thirty (30) days following the date of a series termination”), the actual date of separate payment for purposes of Section 409A within the specified period shall be within the sole discretion of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Employer.

Code Section 409A. Notwithstanding anything contained in this It is the intent of the Award Agreement that the Award Agreement and all payments and benefits hereunder be exempt from, or comply with, the requirements of Section 409A so that none of the Restricted Stock Units provided under the Award Agreement or Shares issuable thereunder will be subject to the contraryadditional tax imposed under Section 409A, if Employee and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under the Award Agreement is deemed by intended to constitute a separate payment for purposes of Section 409A (including U.S. Treasury Regulation Section 1.409A-2(b)(2)). For purposes of this Award Agreement, a termination of employment will be determined consistent with the Company at the time of Employee’s rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Award Agreement in connection with Participant’s termination of employment constitute deferred compensation subject to Section 409A, and Participant is deemed at the Company time of such termination of employment to be a “specified employee,” each within the meaning of under Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with then such separation payment shall not be made or commence until the earlier of (i) the expiration of the six-month period measured from Participant’s separation from service from the Company or (ii) the date which is six (6) months after Employeeof Participant’s “death following such a separation from service” (or; provided, if earliesthowever, Employee’s death). Such that such deferral shall only be -effected effected to the extent required to avoid adverse tax treatment to EmployeeParticipant including, including (without limitation) , the additional twenty percent (20%) tax for which Employee Participant would otherwise be liable under Section 409A(a)(l)(B409A(a)(1)(B) of the Code in the absence of such a deferral. Upon To the expiration extent any payment under this Award Agreement may be classified as a “short-term deferral” within the meaning of the applicable deferral periodSection 409A, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section such payment shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional Section 409A. Each separate payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Award Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of constitute a series of separate payment for purposes of Section 409A 1.409A-2(b)(2) of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Treasury Regulations.

Code Section 409A. It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding anything contained any provision to the contrary in this Agreement to the contraryAgreement, if the Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company service to be a “specified employee,” each within the meaning for purposes of Code Section 409A 409A(a)(2)(B)(i), and if any of the Code (payments set forth herein and/or under any other agreement with the Company are deemed to be “409Adeferred compensation”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected 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 tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable taxation under Section 409A(a)(l)(B409A, such payments will not be provided to the Employee prior to the earliest of (i) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that six-month period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive measured from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise TaxTermination Date, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the calendar year expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 19(c) will be paid in which the related taxes are remitted a lump sum to the Employee, and any remaining Payments due will be paid as otherwise provided herein or in the applicable taxing authorityagreement. In no No interest will be due on any amounts so deferred. Notwithstanding any other provision herein to the contrary, in the event shall of any ambiguity in the Employee terms of this Agreement, such term(s) will be entitled to any 409A Tax Restoration Payment or related payments interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Code Section 409A, which amendment or document does not adversely affect Employee’s substantive economic the payment of increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend all payments and benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary hereunder to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).409A.

Code Section 409A. To the extent applicable and notwithstanding any other provision of this Plan, this Plan and Awards hereunder shall be administered, operated and interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation, any such regulations or other guidance that may be issued after the date on which the Board approves the Plan; provided that in the event that the Company determines that any amounts payable hereunder may be taxable to a Grantee under Code Section 409A and related Department of Treasury guidance prior to the payment and/or delivery to such Grantee of such amount, the Company may (a) direct the Committee to adopt such amendments to the Plan and related Award, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (b) to the extent allowed by applicable law, take such other actions as the Company determines necessary or appropriate to comply with or exempt the Plan and/or Awards from the requirements of Code Section 409A and related Department of Treasury guidance, including such Department of Treasury guidance and other interpretive materials as may be issued after the date on which the Board approves the Plan. Notwithstanding anything contained to the contrary in this Plan (and unless the Award Agreement to the contraryspecifically provides otherwise), if Employee the Shares are publicly traded, and if a Grantee holding a Deferred Compensation Award is deemed by a “specified employee” for purposes of Code Section 409A, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Code Section 409A without regard to alternative definitions thereunder) will be issued or paid before the Company at date that is six (6) months following the time date of Employeesuch ▇▇▇▇▇▇▇’s “separation from service” with or, if earlier, the Company to be a “specified employee,” each within the meaning of Section 409A date of the Code (“409A”)Grantee’s death, any compensation unless such distribution or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not payment can be made or commence until in a manner that complies with Code Section 409A, and any amounts so deferred will be paid in a lump sum on the date which is day after such six (6) months after Employee’s “separation from service” (ormonth period elapses, with the balance, if earliestany, Employee’s death)paid thereafter on the original schedule. Such deferral shall only be -effected The Company and its Subsidiaries make no guarantees to any Person regarding the tax treatment of Awards or payments made under the Plan, and, notwithstanding the above provisions and any agreement or understanding to the extent required contrary, if any Award, payments or other amounts due to avoid adverse tax treatment a Grantee (or his or her Beneficiaries, as applicable) hereunder results in, or causes in any manner, the application of an accelerated or additional tax, a fine or a penalty under Code Section 409A or otherwise to Employeebe imposed, including then the Grantee (without limitationor his or her beneficiaries, as applicable) shall be solely liable for the payment of, and the Company and its Subsidiaries shall have no obligation or liability to pay or reimburse (either directly or otherwise) the additional twenty percent Grantee (20%or his or her beneficiaries, as applicable) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral periodfor, any compensation such additional taxes, fines or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).

Code Section 409A. Notwithstanding anything contained in The parties agree that this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit interpreted to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with be exempt from Section 409A of the Code and the interpretative Treasury regulations and guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursementspromulgated thereunder (collectively “Code Section 409A”), and in-kind distributions, and shall be administered accordingly. The all provisions of this Agreement shall be construed and interpreted in a manner consistent with such intent. If the requirements for avoiding taxes or penalties under Code Section 409A. In no event whatsoever will Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement needs providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be revised a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to satisfy any payment or the requirements provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the Codesix (6)-month period measured from the date of such “separation from service” of Executive, then such provision and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Subsection 8.11 shall be modified or restricted to paid (without interest) on the extent and in first business day following the manner necessary to be in compliance with such requirements expiration of the Code Delay Period to Executive in a lump sum and any such modification will attempt to maintain the same economic results as were intended remaining payments and benefits due under this AgreementAgreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Each For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement is intended specifies a payment period with reference to a number of days ( e.g., “payment shall be treated as one made within thirty (30) days following the date of a series termination”), the actual date of separate payment for purposes within the specified period shall be within the sole discretion of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Company.

Code Section 409A. Notwithstanding anything contained in this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A (i) The intent of the Code (“409A”), any compensation or parties is that payments and benefits to which Employee becomes entitled under this Agreement (comply with or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive exempt from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative regulations and guidance thereunderpromulgated thereunder (collectively “Code Section 409A”) and, including accordingly, to the exceptions for short-term deferralsmaximum extent permitted, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The this Agreement shall be construed interpreted to be either exempt from or in compliance therewith. In no event shall the Parent or Employer be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) 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 any payment under Section 1 hereof that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and interpreted (B) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(d) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with such intent. If the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement needs to be revised to satisfy providing for the requirements payment of any amounts or benefits that constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from the Parent and Employer within the meaning of Code Section 409A and, for purposes of the Code, then any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be modified or restricted treated as a right to receive a series of separate and distinct payments. (v) Notwithstanding any other provision to the extent and contrary, in the manner necessary to be in compliance with such requirements of the Code and no event shall any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended that constitutes “nonqualified deferred compensation” (within the meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (vi) To the extent that any reimbursement of expenses or in-kind benefits constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A), such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code), and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. (vii) Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (A) the Employer shall deliver the Release to Executive within ten days following the date of Executive’s termination of employment, (B) provided the Employer timely complies with its obligation under clause (A), if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes his acceptance of the Release thereafter, he shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (C) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as one “nonqualified deferred compensation” (within the meaning of a series of separate payment for Code Section 409A) shall be made in the later taxable year. For purposes of this Section 409A 1(d)(vii) “Release Expiration Date” shall mean the date that is 31 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 55 days following the date of Executive’s termination of employment. To the extent that any payments of nonqualified deferred compensation (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 1(d)(vii) such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and Treas. Reg. §l .409A-2(b)(2)(iiidoes not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to clause (oi: any similar at successor provisions)C) of this Section 1(d)(vii) on the first payroll period to occur in the subsequent taxable year, if later.

Code Section 409A. Notwithstanding anything contained any other provision of this Agreement, it is intended that any payments or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the contraryCode shall be provided and paid in such form and at such time, if Employee including, without limitation, payment only in connection with a permissible payment event as complies with the applicable requirements of Code Section 409A to avoid the unfavorable tax consequences provided therein for noncompliance. If Executive is deemed a “specified employee” (as defined in Section 409A of the Code) and any of the Bank’s or Company’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months as required by Section 409A(a)(2)(B)(i) of the Company at Code (the time “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 lump sum as soon as the 409A Deferral Period ends, and the balance of Employee’s the payments shall be made as otherwise scheduled. For purposes of this Agreement, any termination of employment will be read to mean a “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Executive would perform after that date (“409A”), whether as an employee or independent contractor) would permanently decrease to less than fifty percent (50%) of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period. With respect to any compensation or benefits to which Employee becomes entitled reimbursement provided under this Agreement Agreement, (or a) such reimbursements shall be made within sixty (60) days from the submission date, (b) the amount of expenses eligible for reimbursement during one calendar year shall not affect the expenses eligible for reimbursement in any agreement or plan referenced in this letterother calendar year, and (c) in connection with such separation the right to reimbursement shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (liquidation or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or exchange for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)benefits.

Code Section 409A. Notwithstanding anything contained in any provision of this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Taxconstrued, administered or deemed amended as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit necessary to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code, then such provision shall be modified or restricted ") to avoid taxation under Code Section 409A(a)(1) to the extent and in subject to Code Section 409A. However, under no circumstances shall the manner necessary Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to be in compliance with such requirements of the Code and Executive for any such modification will attempt to maintain the same economic results as were intended taxes, penalties or interest due on amounts paid or payable under this Agreement, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Agreement are intended to be exempt from Code Section 409A to the maximum extent possible, first, to the extent such payments are scheduled to be paid and are in fact paid during the short-term deferral period, as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and then under the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii), and for this purpose each payment shall be considered a separate payment such that the determination of whether a payment qualifies as a short-term deferral shall be made without regard to whether other payments so qualify and the determination of whether a payment qualifies under the separation pay exemption shall be made without regard to any payments which qualify as short-term deferrals. Each payment To the extent any amounts under this Agreement are payable by reference to Executive's "termination of employment," such term shall be deemed to refer to Executive's "separation from service," within the meaning of Code Section 409A. Notwithstanding any other provision in this Agreement, if Executive is intended to be treated a "specified employee," as one of a series of separate payment for purposes of defined in Section 409A of the Code, as of the date of Executive's separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive's separation from service and Treas. Reg. §l .409A-2(b)(2)(iii(iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive's separation from service, such payment shall be delayed until the earlier to occur of (oi: any similar at successor provisions)a) the six-month anniversary of the separation from service or (b) the date of Executive's death.

Code Section 409A. Notwithstanding anything contained any other provision in this Agreement to the contrary, if Employee and to the extent that Code Section 409A is deemed by to apply to any benefit under this Agreement, it is the Company at general intention of the time Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of Employee’s “separation benefits distributable pursuant to this Agreement that are otherwise exempt from service” Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the Company event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee,” each within the meaning of (as defined under Code Section 409A of the Code (“409A”), any payment of deferred compensation or benefits subject to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such Code Section 409A to be made to Executive upon a separation shall from service may not be made or commence until before the date which that is six (6) months after EmployeeExecutive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during the six months following his separation from service, if any, will be accumulated and paid to Executive during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” (or, as defined under Code Section 409A if earliest, Employee’s death). Such deferral shall only be -effected and to the extent required under Code Section 409A. Whenever payments under the Agreement are to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or made in installments) in the absence of this Section , each such installment shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs deemed to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not to comply with Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Section 409A, then neither the Corporation, the Board, the Compensation Committee nor its or their designees or agents shall be liable to Executive or other person for actions, decisions or determinations made in good faith.

Code Section 409A. (a) If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after con- sulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding anything contained any provision to the contrary in this Agreement to the contraryAgreement, if Employee the Executive is deemed by on the Company at the time Date of Employee’s “separation from service” with the Company Termination to be a “specified employee,” each within the meaning of that term under Code Section 409A of the Code (“409A”409A(a)(2)(B), then with regard to any compensation payment or benefits the provision of any benefit that is required to which Employee becomes entitled under this Agreement (be delayed in compliance with Section 409A(a)(2)(B) such payment or any agreement or plan referenced in this letter) in connection with such separation benefit shall not be made or commence until provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date which is six (6) months after Employee’s of his “separation from service” (or, if earliest, Employee’s deathas such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Such deferral shall only be -effected to Upon the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) expiration of the Code Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid or reimbursed to Employee or Employee’s beneficiary the Executive in one a lump sum. If , and any payment or benefit remaining payments and benefits due under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, provided in accordance with 409Athe normal payment dates specified for them herein. Notwithstanding the foregoing, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in that the manner necessary foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be in compliance with delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such requirements welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Code and any such modification will attempt to maintain Executive during 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 Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Deferral Period promptly after its conclusion.

Code Section 409A. Notwithstanding anything contained in the Plan or this Agreement to the contrary, if Employee any payment with respect to any RSUs (including any Dividend Equivalents) is deemed by the Company at the time subject to Code Section 409A and if such payment is to be paid or provided on account of EmployeeParticipant’s “Termination Date (or other separation from service” with the Company to be service or termination of employment, other than death): (a) and if Participant is a “specified employee,” each employee (within the meaning of Code Section 409A of the Code (“409A”), ) and if any compensation such payment or benefits benefit is required to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence provided prior to the date which is six (6) months following Participant’s Termination Date, such payment or benefit shall be delayed until the date which is six (6) months after Employeeand one (1) day following Participant’s “separation from service” Termination Date; provided, however, that if Participant dies prior to such six (or6)-month anniversary, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section all remaining payments shall be paid to Employee his estate within ninety (90) days following his death; and (b) the determination as to whether Participant has had a Termination Date (or Employee’s beneficiary other termination of employment or separation from service) shall be made in one lump sumaccordance with the provisions of Code Section 409A and the guidance issued thereunder without application of any alternative levels of reductions of bona fide services permitted thereunder. If any payment or benefit It is the intent of this Agreement to comply with the requirements of Code Section 409A so that none of the RSUs provided under this Agreement would or Stock issuable hereunder will be subject to the excise additional tax imposed by under Code Section 409A 409A, and any ambiguities herein will be interpreted to so comply. None of the Code (Company, any Affiliate or any similar state law) or Subsidiary, however, makes any interest or penalties payable representation regarding the tax consequences of this Award. ▇▇▇▇ ▇▇▇▇▇▇▇ Nutrition Company By: __________________________ Senior Vice President, General Counsel and Secretary I have read this Agreement in its entirety. I understand that the RSUs have been granted to provide a means for me to acquire and/or expand an ownership position in ▇▇▇▇ ▇▇▇▇▇▇▇ Nutrition Company, and it is expected that I will retain the Stock I receive upon the settlement of the RSUs consistent with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) Company’s Stock retention guidelines in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee effect at the highest marginal ratetime of settlement of the RSUs. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of I acknowledge and agree that (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes RSUs are owed nontransferable, except as provided herein and in the Plan, (ii) the calendar year following RSUs are subject to forfeiture in the calendar year event of my Termination Date in which certain circumstances, as specified in the related taxes are remitted Agreement, and (iii) sales of Stock will be subject to the applicable taxing authorityCompany’s policy regulating trading by employees. In no event shall the Employee be entitled to any 409A Tax Restoration Payment accepting this grant, I hereby agree that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, or related payments under this paragraph if the Employee fails to timely execute any amendment or such other document requested by vendor as the Company that are intended may choose to cause such payment or benefit administer the Plan, may provide the Company with any and all account information necessary to comply monitor my compliance with Section 409A, which amendment or document does not adversely affect Employeethe Company’s substantive economic benefits under Stock retention guidelines and other applicable policies. I hereby agree to all the terms and conditions set forth in this Agreement. This Agreement is intended to comply with Section 409A and accept the grant of the Code and RSUs subject thereto. Where electronic acceptance is permitted under applicable law, electronic acceptance of the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and RSUs shall be administered accordinglybinding on the Participant. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oiBy: any similar at successor provisions).____________________________

Code Section 409A. (i) To the extent applicable, it is intended that this Agreement and any payment made hereunder shall comply with the requirements of section 409A of the Code or any exemption or exclusion therefrom, and any related regulations or other guidance promulgated with respect to such section by the Internal Revenue Service ("Code section 409A") and shall in all respects be administered in accordance with Code section 409A. Any provision that would cause this Agreement or any payment hereof to fail to satisfy Code section 409A shall have no force or effect until amended to comply with Code section 409A in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, which amendment may be retroactive to the extent permitted by Code section 409A. Notwithstanding anything contained in this Agreement to the contrary, if Employee is deemed to the extent that any amount or benefit that would constitute "nonqualified deferred compensation" under Code section 409A would otherwise be payable or distributable hereunder by reason of the Company at Employee's termination of employment, such amount or benefit will not be payable or distributable to the time Executive by reason of Employee’s “such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of "separation from service” with the Company to be a “specified employee,” each within the meaning of Section " in Code section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the payment or distribution of such amount or benefit would be exempt from the application of Code section 409A by reason of the short-term deferral exemption or otherwise. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Code section 409A-compliant "separation from service." (ii) All reimbursements and in‑kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code section 409A, including, without limitation, that [a] in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the related taxes are remitted to applicable fee and expenses were incurred, [b] the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by amount of in‑kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in‑kind benefits that are intended the Company is obligated to cause pay or provide in any other calendar year; and [c] the Executive's right to have the Company pay or provide such payment reimbursements and in‑kind benefits may not be liquidated or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement exchanged for any other benefit. (iii) To the extent the Executive is intended to comply with Section 409A a "specified employee," as defined in section 409A(a)(2)(B)(i) of the Code and the interpretative regulations and other guidance thereunderpromulgated thereunder and any elections made by the Company in accordance therewith, including notwithstanding the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If timing of payment provided in any provision other section of this Agreement, no payment, distribution or benefit under this Agreement needs to that constitutes a distribution of nonqualified deferred compensation (within the meaning of Treasury Regulation section 1.409A-1(b)) upon the Executive's "separation from service" (within the meaning of Treasury Regulation section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise by payable during the six‑month period after the Executive's separation from service, will not be revised to satisfy the requirements of Section 409A of the Codemade during such 35622149 13 six‑month period, 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 payment, distribution or benefit will attempt instead be paid on the first business day after such six‑month period (the "Delayed Payment Date"); provided, however, that if the Executive dies following a separation from service but before the Delayed Payment Date, such amounts shall be paid 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 Section 409A personal representative of the Code and Treas. Reg. §l .409A-2(b)(2)(iiiExecutive's estate within thirty (30) (oi: any similar at successor provisions)days following the Executive's death.

Code Section 409A. Notwithstanding anything contained To the extent (a) any payments or benefits to which you become entitled under this Agreement, or under any other agreement or Company plan, in this Agreement to the contrary, if Employee is deemed by connection with your retirement or termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (b) you are deemed at the time of Employee’s “separation from service” with the Company such retirement or termination of employment to be a “specified employee,” each within the meaning of under Section 409A of the Code (“409A”)Code, any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with then such separation payments shall not be made or commence until the date which is earliest of (i) the expiration of the six (6) months after Employee’s 6)-month period measured from the date of your “separation from service” (oras such term is at the time defined in Treasury Regulations under Section 409A of the Code) from the Company; or (ii) the date of your death following such separation from service; provided, if earliesthowever, Employee’s death). Such that such deferral shall only be -effected effected to the extent required to avoid adverse tax treatment to Employeeyou, including (without limitation) the additional twenty percent (20%) tax for which Employee you would otherwise be liable under Section 409A(a)(l)(B409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits payments which would have otherwise been paid made during that period (whether in a single sum or in installments) in the absence of this Section 11 shall be paid to Employee you or Employee’s your beneficiary in one lump sum▇▇▇▇▇▇ ▇▇▇▇ payment (without interest). If Any retirement or termination of your employment is intended to constitute a “separation from service” and will be determined consistent with the rules relating to a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1. This Agreement shall be interpreted and administered in a manner so that any payment amount or benefit under this Agreement would payable hereunder shall be subject paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Code and applicable regulations thereunder. It is intended that each installment of the payments provided hereunder constitute separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the excise tax imposed by greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as a “separation pay due to involuntary separation”). To the extent any payment hereunder may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A of the Code under another provision of Section 409A of the Code. To the extent that any payment under this Agreement is subject to Section 409A of the Code and ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any similar state law) or any interest or penalties payable with respect in-kind benefit under this Agreement is determined to such excise tax (such excise taxbe subject to Section 409A of the Code, together with the amount of any such interest and penaltiesexpenses eligible for reimbursement, are hereinafter collectively referred to as or the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee provision of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his in-kind benefit, in accordance with 409Aone calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no later than event shall any expenses be reimbursed after the earlier last day of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In you incurred such expenses, and in no event shall any right to reimbursement or the Employee be entitled to provision of any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall benefit be administered accordinglysubject to liquidation or exchange for another benefit. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).▇▇▇▇▇▇ ▇▇▇▇

Code Section 409A. (a) It is intended that this Agreement will comply with Section 409A, to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of this Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 18 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A. (b) Notwithstanding anything contained any provision to the contrary in this Agreement to the contraryAgreement, if Employee the Executive is deemed by on the Company at the time date of Employee’s his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee,” each (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “409Aseparation from service,” or (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 18 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any compensation or remaining payments and benefits to which Employee becomes entitled due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment, references to the Executive’s “termination of employment” (or any agreement or plan referenced in this letterand corollary terms, including the end of the Employment Period) in connection with such separation the Company shall not be made or commence until construed to refer to the date which is six (6) months after EmployeeExecutive’s “separation from service” (or, if earliest, Employee’s deathwithin the meaning of Treas. Reg. Section 1.409A-1(h). Such deferral shall only be -effected ) with the Company. (c) With respect to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) any reimbursement or in-kind benefit arrangements of the Code in Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section following conditions shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of applicable: (i) fifteen the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the _amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (15) days following any determination by except that the Internal Revenue Service that 409A Excise Taxes are owed health and dental plans may impose a limit on the amount tha.t may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursementsexpense was incurred, and (iii) the right to reimbursement or in-kind distributions, and shall be administered accordinglybenefits is not subject to liquidation or exchange for another benefit. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, 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 Whenever a payment under this Agreement is intended specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be treated as one of made in installments, each such installment shall be deemed to be a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).409A.

Code Section 409A. Awards under the Plan are intended either to qualify for an exemption from Code Section 409A or to comply with the requirements thereof, and shall be construed accordingly. Notwithstanding anything contained in this Agreement the Plan or any Award or agreement thereunder to the contrary, if Employee is deemed any settlement, payments or benefits due under the Plan or any Award or agreement thereunder that constitute non-exempt “deferred compensation” (as defined in Code Section 409A) that are otherwise payable by the Company at the time reason of Employee’s a termination of Continuous Service will not be settled, paid or provided until a Participant has undergone a “separation from service” with (as defined in Code Section 409A) and if a settlement, payment or benefit provided for in the Company Plan or any Award or agreement thereunder would be subject to be a “specified employee,” each within the meaning of additional tax under Code Section 409A of the Code (“409A”)if settled, any compensation paid or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is provided within six (6) months after Employeea Participant’s “separation from service” (, then such settlement, payment or benefit shall not be settled, paid or provided during the six-month period immediately following such Participant’s separation from service except as provided in the immediately following sentence. In such an event, any settlement, payment or benefits that otherwise would have been made or provided during such six-month period and that would have incurred such additional tax under Code Section 409A shall instead be settled, paid or provided in a lump sum payment on the first day following the termination of such six-month period or, if earliestearlier, Employeewithin ten days following the date of the Participant’s death). Such deferral A Participant’s right to receive any installment settlements or payments under the Plan shall only be -effected treated as a right to receive a series of separate payments and accordingly, each such installment shall at all times be considered a separate and distinct payment as permitted under Code Section 409A. None of the Company, its Affiliates or their respective directors, officers, employees or advisors will be held liable for any taxes, interest or other amounts owed by any Participant as a result of the application of Code Section 409A. To the extent required that any Participant is entitled to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) any reimbursement of the Code expenses or in-kind benefits that are includable in the absence Participant’s federal gross taxable income, the amount of such deferral. Upon expenses reimbursable or in-kind benefits provided in any one calendar year shall not affect the expiration expenses eligible for reimbursement or the in-kind benefits to be provided in any other calendar year, and the reimbursement of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall an eligible expense must be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, made no later than December 31 of the earlier of (i) fifteen (15) days following any determination by year after the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted expense was incurred. A Participant’s right to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment reimbursement of expenses or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic in-kind benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall not be construed and interpreted with such intent. If any provision of this Agreement needs subject to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified liquidation or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment exchange for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)another benefit.

Code Section 409A. Notwithstanding anything contained All COC Benefits and reimbursements payable in cash to the Executive under this Agreement are intended to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” comply with the Company to “short term deferral” exception specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), or otherwise be a “specified employee,” each within the meaning of excepted from coverage under Section 409A of the Code (“Section 409A”). In addition, this Agreement will be interpreted, operated, and administered by the Company to the extent deemed reasonably necessary to avoid imposition of any compensation additional tax or income recognition prior to actual payment to the Executive under Section 409A, including any temporary or final Treasury regulations and guidance promulgated thereunder. Notwithstanding any other provision of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” under Section 409A, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred (or, where applicable, no later than such earlier time required by the Agreement). The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year, and no amounts payable with respect to which Employee becomes entitled Executive’s equity interest (if any) in the Company shall offset or reduce amounts payable to the Executive under this Agreement. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole discretion of the Company. CEO COC Notwithstanding any other provision of this Agreement to the contrary, if, at the time of Executive’s separation from service (as defined in Section 409A), Executive is a “Specified Employee”, then the Company will defer the payment or commencement of any agreement nonqualified deferred compensation subject to Section 409A payable upon separation from service (without any reduction in such payments or plan referenced benefits ultimately paid or provided to Executive) until the date that is six months following separation from service or, if earlier, the earliest other date as is permitted under Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six-month period or such shorter period, if applicable). Executive will be a “Specified Employee” for purposes of this Agreement if, on the date of Executive’s separation from service, Executive is an individual who is, under the method of determination adopted by the Company designated as, or within the category of executives deemed to be, a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination. Notwithstanding anything in this letter) in connection with such separation Agreement or elsewhere to the contrary, a termination of employment shall not be made deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or commence until benefits that constitute “non-qualified deferred compensation” within the date which meaning of Section 409A upon or following a termination of Executive’s employment unless such termination is six (6) months after Employee’s also a “separation from service” (orwithin the meaning of Section 409A and, if earliestfor purposes of any such provision of this Agreement, Employee’s death)references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be the date of termination for purposes of any such payment or benefits. Such deferral shall only be -effected to To the extent required to avoid adverse an accelerated or additional tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period409A, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of amounts reimbursable to Executive under this Section Agreement shall be paid to Employee Executive on or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to before the excise tax imposed by Section 409A last day of the Code year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not affect amounts reimbursable or provided in any similar state law) or any interest or penalties payable subsequent year; provided, however, that with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be reimbursements for any taxes which Executive would become entitled to receive from under the terms of the Agreement, the payment of such reimbursements shall be made by the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier end of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which Executive remits the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)taxes.

Code Section 409A. (a) Notwithstanding anything contained any provision to the contrary in this Agreement (other than Part Five – 3(b) below), no payments, benefits or reimbursements to which the Executive otherwise becomes entitled under Part Two or Part Three of this Agreement (other than reimbursement of Coverage Costs during the applicable period of COBRA coverage) shall be made or provided to the contraryExecutive prior to the earlier of (i) the first business day of the seventh month following the date of the Executive’s Separation from Service or (ii) the date of the Executive’s death, if Employee the Executive is deemed by the Company at the time of Employee’s “separation such Separation from service” with the Company Service to be a “specified employee,” each within the meaning of that term under Code Section 409A of 416(i) and the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced Corporation’s stock is publicly traded on an established securities market and such delayed commencement is otherwise required in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required order to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable a prohibited distribution under Code Section 409A(a)(l)(B) of the Code in the absence of such deferral409A(a)(2). Upon the expiration of the applicable deferral period, any compensation or all payments, benefits which and reimbursements deferred pursuant to this Section (whether they would have otherwise been paid during that period (whether payable in a single sum or in installments) installments in the absence of this Section such deferral) shall be paid or made to Employee or Employee’s beneficiary the Executive in one a lump sum. If , and any payment or benefit remaining payments, benefits and reimbursements due under this Agreement would shall be subject paid or provided in accordance with the normal payment dates specified for them herein. (a) for the period beginning on the April 1 of the following calendar year and ending on the March 31 of the next year thereafter. (b) The six (6) month holdback set forth in the subsection Part Five – 3 (a) above shall not be applicable to (i) any severance payments under Part Two or Part Three of this Agreement that qualify as Short-Term Deferral Payments and (ii) any remaining portion of the severance payments due the Executive under Part Two or Part Three of this Agreement to the excise tax imposed by extent (I) that the dollar amount of those payments does not exceed two (2) times the lesser of (x) the Executive’s annualized compensation (based on the Executive’s annual rate of pay for the calendar year preceding the calendar year of the Executive’s Separation from Service, adjusted to reflect any increase during that calendar year which was expected to continue indefinitely had Executive’s Separation from Service not occurred) or (y) the maximum amount of compensation that may be taken into account under a qualified plan pursuant to Section 409A 401(a)(17) of the Code for the year in which the Executive’s Separation from Service occurs, and (or any similar state lawII) or any interest or penalties payable with respect such severance payments are to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred be made to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, Executive no later than the earlier last day of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the second calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Separation from Service occurs.

Code Section 409A. Notwithstanding anything contained in All separation payments to be made upon a termination of employment under this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s may be made only upon a “separation from of service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code (and the Department of Treasury regulations and other guidance promulgated thereunder. Notwithstanding any provision to the contrary in this Agreement, if EMPLOYEE is deemed by CUBIC at the time of EMPLOYEE's separation from service to be a “409A”specified employee” for purposes of Code Section 401A(a)(2)(B)(i), to the extent delayed commencement of any compensation or portion of the benefits to which Employee becomes EMPLOYEE is entitled under this Agreement (or any agreement or plan referenced is required in this letter) in connection with order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), such separation portion of EMPLOYEE'S benefits shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected provided to the extent required EMPLOYEE prior to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and expiration of the six-month period measured from the date of EMPLOYEE’S “separation of service” with CUBIC or (ii) the calendar year date of EMPLOYEE’S death. Upon the first business day following the calendar year in which the related taxes are remitted to expiration of the applicable taxing authority. In no event Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 25 shall the Employee be entitled paid in a lump sum to EMPLOYEE, and any 409A Tax Restoration Payment or related remaining payments due under this paragraph if Agreement shall be paid as otherwise provided herein. To the Employee fails to timely execute extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. To the extent that any amendment or other document requested by provision of the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended ambiguous as to comply its compliance with Section 409A of the Code and Code, the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and provision shall be administered accordingly. The read in such a manner that no payments payable under this Agreement shall be construed and interpreted with such intentsubject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. If any provision Each series of installment payments made under this Agreement needs to be revised to satisfy is hereby designated as a series of “separate payments” within the requirements meaning of Section 409A of the Code, then such provision shall be modified . Any reimbursement of expenses 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 in-kind benefits payable under this Agreement is intended shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of EMPLOYEE'S taxable year following the taxable year in which EMPLOYEE incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of EMPLOYEE'S will not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of EMPLOYEE'S, and EMPLOYEE'S right to reimbursement for such amounts shall not be treated as one of a series of separate payment subject to liquidation or exchange for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).other benefit

Code Section 409A. All payments upon a termination of service to be made under this Agreement may be made only upon a “separation of service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Department of Treasury regulations and other guidance promulgated thereunder. Notwithstanding anything contained any provision to the contrary in this Agreement to the contraryAgreement, if Employee is deemed by the Company at the time of Employee’s separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement that are deemed to be “deferred compensation” is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), such portion of Employee’s benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code or (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letterii) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, of Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the first business day following the expiration of the applicable deferral Code Section 409A(a)(2)(B)(i) period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of all payments deferred pursuant to this Section 9(g) shall be paid in a lump sum to Employee or Employee’s beneficiary in one lump sum. If , and any payment or benefit remaining payments due under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employeeas otherwise provided herein. For purposes of Code Section 409A (including, or without limitation, for his benefitpurposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related each payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, 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 treated as were intended under this Agreement. Each a separate payment under this Agreement is intended a right to be treated as one of receive a series of separate payments and, accordingly, each payment for purposes hereunder shall at all times be considered a separate and distinct payment. It is intended that all of the severance payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under of Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the Code greatest extent possible as consistent with those provisions. The Company and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any similar at successor provisions).additional tax or income recognition prior to actual payment to Employee under Section 409A. NeoPhotonics Corporation Confidential Information 新飞通公司 机密信息

Code Section 409A. Notwithstanding anything contained in (i) If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause you to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of incur any additional tax or interest under Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement regulations or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (orTreasury guidance promulgated thereunder, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Taxshall, as well as all income and employment taxes on the 409A Tax Restoration Paymentafter consulting with you, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause reform such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended provision to comply with Section 409A of the Code Code: provided, that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to you of the interpretative guidance thereunder, including applicable provision without violating the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements provisions of Section 409A of the Code, then such . (ii) Notwithstanding any provision shall be modified or restricted to the extent and contrary in this Agreement, if you are deemed on the manner necessary Date of Termination to be in compliance with such requirements a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and the Company is a public company, then the payments specified as being subject to this Section 11(b)(ii) shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (A) the expiration of the six month period measured from the date of your “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such modification will attempt to maintain the same economic results as were intended under provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (a) All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you, (b) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. (v) For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Each Whenever a payment under this Agreement is intended specifies a payment period with reference to a number of days (e.g., “payment shall be treated as one made within thirty (30) days following the date of a series termination”), the actual date of separate payment for purposes of Section 409A within the specified period shall be within the sole discretion of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Company.

Code Section 409A. Notwithstanding anything contained in To the extent applicable, the parties intend that this Agreement shall be interpreted and construed in a manner consistent with the applicable provisions of Code Section 409A, including any regulations or other guidance promulgated thereunder. For purposes thereof: (a) each payment under this Agreement shall be treated as a separate payment; (b) the exclusions for short-term deferrals and payments on account of involuntary termination of employment shall be applied to the contrary, if Employee is fullest extent applicable; (c) payments to be made upon a termination of employment or on account of Executive’s Separation Date that are deemed by to constitute deferred compensation within the Company at the time meaning of EmployeeCode Section 409A shall be made upon Executive’s “separation from service” with as determined thereunder; (d) any reference herein to the Company termination of Executive’s employment or to Executive’s termination date or words of similar import shall mean and be a “specified employee,” each within the meaning of Section 409A of the Code (“409A”), any compensation or benefits deemed to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until refer to the date which is six (6) months after Employee’s of his “separation from service” within the meaning of Code Section 409A; (ore) if Executive is a “specified employee” within the meaning of Code Section 409A, if earliestpayments that are deemed to constitute deferred compensation within the meaning of Code Section 409A and that are payable on account of Executive’s separation from service, Employee’s death). Such deferral shall only be -effected delayed for six months as required under Code Section 409A, and shall be made when first permitted, without liability for interest or loss of investment opportunity thereon; (f) to the extent required they constitute deferred compensation within the meaning of Code Section 409A, all reimbursements and in-kind payments to avoid adverse tax treatment be provided hereunder during one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to Employeebe provided, including in any other calendar year; and (without limitationg) the additional twenty percent (20%) tax for which Employee would otherwise any reimbursement of an eligible expense shall be liable under Section 409A(a)(l)(B) of the Code in the absence made promptly after proper substantiation of such deferral. Upon the expiration of the applicable deferral periodexpenses, any compensation or benefits which would have otherwise been paid during that period (whether but in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no event later than the earlier last day of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code expense was incurred and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and right to reimbursement or in-kind distributions, and benefits shall not be administered accordingly. The Agreement shall be construed and interpreted with such intent. If subject to liquidation or exchange for any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)other benefit.

Code Section 409A. Notwithstanding anything contained in a. The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder to the contraryextent applicable (collectively “Code Section 409A”), if Employee is deemed by and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event whatsoever will the Company at be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. b. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the time payment of Employee’s any amounts or benefits subject to Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” with within the Company meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee,” each within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is otherwise considered deferred compensation under Code Section 409A payable on account of the Code (a “409A”), any compensation separation from service,” such payment or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation benefit shall not be made or commence until provided at the date which is the earlier of (i) the expiration of the six (6) months after Employee’s 6)-month period measured from the date of such “separation from service” of Executive, and (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitationii) the additional twenty percent date of Executive’s death (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral“Delay Period”). Upon the expiration of the applicable deferral periodDelay Period, any compensation or all payments and benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of delayed pursuant to this Section 6(b) shall be paid or reimbursed to Employee or Employee’s beneficiary Executive in one a lump sum. If , and any payment or benefit remaining payments and benefits due under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, provided in accordance with 409Athe normal payment dates specified for them herein. c. Notwithstanding anything to the contrary contained in this Agreement, all reimbursements for costs and expenses under this Agreement shall be paid in no event later than the earlier end of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authorityExecutive incurs such expense. In no event shall the Employee be entitled With regard to any 409A Tax Restoration Payment provision herein that provides for reimbursement of costs and expenses or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested in-kind benefits, except as permitted by the Company that are intended to cause such payment or benefit to comply with Code Section 409A, (i) all such expenses or reimbursements shall be made in any event on or prior to the last day of the taxable year following the taxable year in which amendment such expenses were incurred by Executive, (ii) the right to reimbursement or document does in-kind benefits shall not adversely be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect Employee’s substantive economic the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided, however, that the foregoing clause (iii) shall not be violated with regard to expenses reimbursed under this Agreement. This Agreement is intended to comply with any arrangement covered by Section 409A 105(b) of the Code and solely because such expenses are subject to a limit related to the interpretative guidance thereunderperiod the arrangement is in effect. d. For purposes of Code Section 409A, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Executive’s right to receive any installment payments pursuant to this Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a right to receive a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)distinct payments.

Code Section 409A. Notwithstanding anything contained in (a) To the extent applicable, this Agreement to the contrary, if Employee shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is deemed by the Company at the time hereby designated as a series of Employee’s “separation from serviceseparate payments” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code Code. (b) If Executive is a “409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from servicespecified employee” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code as defined in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”Code), then Employee will be entitled to receive from as determined by the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409ASection 409A of the Code, no later than on the earlier date of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted Executive’s Separation from Service, to the applicable taxing authority. In no event shall extent that the Employee be entitled to any 409A Tax Restoration Payment payments or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended are subject to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with delayed payment or distribution of all or any portion of such intent. If any provision of amounts to which Executive is entitled under this Agreement needs is required in order to be revised to satisfy the requirements of avoid a prohibited distribution under Section 409A 409A(a)(2)(B)(i) of the Code, then such provision portion deferred pursuant to this Section 9.8(b) shall be modified paid or restricted distributed to Executive in a lump sum on the extent and in earlier of (i) the manner necessary to be in compliance with such requirements date that is six (6)-months following Executive’s Separation from Service, (ii) the date of Executive’s death or (iii) the Code and any such modification will attempt to maintain the same economic results earliest date as were intended is permitted under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Notwithstanding anything to the contrary in this Agreement, in-kind benefits and Treasreimbursements provided under this Agreement during any tax year of Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of Executive and are not subject to liquidation or exchange for another benefit. RegNotwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be made to Executive as soon as administratively practicable following such submission, but in no event later than the last day of Executive’s taxable year following the taxable year in which the expense was incurred. §l .409A-2(b)(2)(iii) (oi: In no event shall Executive be entitled to any similar at successor provisions)reimbursement payments after the last day of Executive’s taxable year following the taxable year in which the expense was incurred. This section shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to Executive.

Code Section 409A. (a) If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding anything contained any provision to the contrary in this Agreement to the contraryAgreement, if Employee the Executive is deemed by on the Company at the time Date of Employee’s “separation from service” with the Company Termination to be a “specified employee,” each within the meaning of that term under Code Section 409A of the Code (“409A”409A(a)(2)(B), then with regard to any compensation payment or benefits the provision of any benefit that is required to which Employee becomes entitled under this Agreement (be delayed in compliance with Section 409A(a)(2)(B), such payment or any agreement or plan referenced in this letter) in connection with such separation benefit shall not be made or commence until provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date which is six (6) months after Employee’s of his “separation from service” (or, if earliest, Employee’s deathas such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Such deferral shall only be -effected to Upon the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) expiration of the Code Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid or reimbursed to Employee or Employee’s beneficiary the Executive in one a lump sum. If , and any payment or benefit remaining payments and benefits due under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, provided in accordance with 409Athe normal payment dates specified for them herein. Notwithstanding the foregoing, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in that the manner necessary foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be in compliance with delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such requirements welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Code and any such modification will attempt to maintain Executive during 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 Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Deferral Period promptly after its conclusion.

Code Section 409A. Notwithstanding anything contained in (a) This Agreement and the amounts payable and other benefits provided under this Agreement are intended to the contrarycomply with, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to or otherwise be a “specified employee,” each within the meaning of exempt from, Section 409A of the Internal Revenue Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and construed in a manner consistent with the requirements and exemptions under Section 409A. If any compensation provision of this Agreement is found not to comply with, or benefits otherwise not be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole reasonable discretion of the Employer and without requiring the Employee’s consent, in such manner as the Employer reasonably determines to which be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion, the Employer shall modify this Agreement in the least restrictive manner necessary and provided further that the Employer have no obligation to indemnify the Employee becomes entitled or hold the Employee harmless from any adverse tax consequences related to any failure to comply with Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. (b) With respect to any reimbursement of expenses of, or any agreement provision of in-kind benefits to, the Employee, as provided under this Agreement, such reimbursement of expenses or plan referenced provision of in-kind benefits shall be subject to the following limitations: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code; (ii) the reimbursement of an eligible expense shall be made as specified in this letterAgreement and in accordance with Employer’s normal reimbursement procedures for senior management, and (iii) in connection with such separation the right to reimbursement or in-kind benefit shall not be made subject to liquidation or commence until exchange for another benefit. (c) If a payment obligation under this Agreement arises on account of the date which is six Employee’s termination of her employment and such payment obligation constitutes “deferred compensation” (6as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) months through (b)(12)), it shall be payable only after the Employee’s “separation from service” (as defined under Treasury Regulation section 1.409A-1(h)); provided, however, that if the Employee is a “specified employee” (as defined under Treasury Regulation section 1.409A-1(i)), any such payment obligation that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Employee’s separation from service or, if earliestearlier, within fifteen days after the appointment of the personal representative or executor of the Employee’s estate following the Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).

Code Section 409A. (a) Notwithstanding anything contained to the contrary in this Agreement to Agreement, no Deferred Compensation Separation Benefits (as defined below) will be considered due or payable until the contrary, if Employee is deemed by the Company at the time of Employee’s Director has a “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder (“Section 409A”). In addition, any compensation or benefits if the Director is a “specified employee” within the meaning of Section 409A at the time of the Director’s separation from service (other than due to which Employee becomes entitled death), then the vesting acceleration provided under this Agreement Agreement, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to the Director on or within the six (6) month period following the Director’s separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (without interest and less any agreement or plan referenced in this letterapplicable tax withholdings) in connection with such separation shall not be made or commence until on the date which is six (6) months after Employeeand one (1) day following the date of the Director’s “separation from service” (or. All subsequent payments, if earliestany, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, payable in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the applicable taxing authority. In no event shall contrary, if the Employee be entitled Director dies following his or her separation from service but prior to the six (6) month anniversary of his or her date of separation, then any 409A Tax Restoration Payment or related payments under delayed in accordance with this paragraph if will be payable in a lump sum (less any applicable tax withholdings) to the Employee fails Director’s estate as soon as administratively practicable after the date of the Director’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to timely execute any amendment or other document requested by the Company that are intended to cause such each payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. benefit. (b) This Agreement provision is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A so that none of the Code, then such provision shall severance payments and benefits to be modified or restricted provided hereunder will be subject to the extent and in the manner necessary to be in compliance with such requirements of the Code additional tax imposed under Section 409A, and any such modification ambiguities herein will attempt be interpreted to maintain so comply. The Corporation and the same economic results as were intended under this Agreement. Each payment under Director agree to work together in good faith to consider amendments to this Agreement is intended and to be treated as one take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of a series of separate any additional tax or income recognition prior to actual payment for purposes of to the Director under Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).409A.

Code Section 409A. Notwithstanding anything contained in (a) To the extent applicable, this Agreement to the contrary, if Employee shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is deemed by the Company at the time hereby designated as a series of Employee’s “separation from serviceseparate payments” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code Code. (b) If the Executive is a “409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from servicespecified employee” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code as defined in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”Code), then Employee will be entitled to receive from as determined by the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409ASection 409A of the Code, no later than on the earlier date of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted Executive’s Separation from Service, to the applicable taxing authority. In no event shall extent that the Employee be entitled to any 409A Tax Restoration Payment payments or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended are subject to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with delayed payment or distribution of all or any portion of such intent. If any provision of amounts to which Executive is entitled under this Agreement needs is required in order to be revised to satisfy the requirements of avoid a prohibited distribution under Section 409A 409A(a)(2)(B)(i) of the Code, then such provision portion deferred pursuant to this Section 7.8(b) shall be modified paid or restricted distributed to Executive in a lump sum on the extent and in earlier of (i) the manner necessary to be in compliance with such requirements date that is six (6)- US-DOCS\105966961.2 months following Executive’s Separation from Service, (ii) the date of Executive’s death or (iii) the Code and any such modification will attempt to maintain the same economic results earliest date as were intended is permitted under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Notwithstanding anything to the contrary in this Agreement, in-kind benefits and Treasreimbursements provided under this Agreement during any tax year of Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of Executive and are not subject to liquidation or exchange for another benefit. RegNotwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be made to Executive as soon as administratively practicable following such submission, but in no event later than the last day of Executive’s taxable year following the taxable year in which the expense was incurred. §l .409A-2(b)(2)(iii) (oi: In no event shall Executive be entitled to any similar at successor provisions)reimbursement payments after the last day of Executive’s taxable year following the taxable year in which the expense was incurred. This section shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to Executive.

Code Section 409A. The intent of the parties is that payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A and applicable guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Employee by Code Section 409A or any damages for failing to comply with Code Section 409A. To the extent any taxable expense reimbursement or in-kind benefits under this Agreement is subject to Code Section 409A, the amount thereof eligible in any calendar year shall not affect the amount eligible for any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or receipt of in-kind benefits be subject to liquidation or exchange for another benefit. Notwithstanding anything contained in any provisions of this Agreement to the contrary, if the Employee is deemed a “specified employee” (within the meaning of Code Section 409A and determined pursuant to any policies adopted by the Company consistent with Code Section 409A), at the time of the Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of service (as defined in Code Section 409A 409A), and if any portion of the Code (“409A”), any compensation payments or benefits to which be received by the Employee becomes entitled upon separation from service would be considered deferred compensation under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall Code Section 409A and cannot be made paid or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected provided to the extent required to avoid adverse tax treatment to EmployeeEmployee without the Employee incurring taxes, including (without limitation) the additional twenty percent (20%) tax for which Employee interest or penalties under Code Section 409A, amounts that would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall Agreement and benefits that would otherwise be “409A Tax Restoration Payments”) provided pursuant to this Agreement, in an amount that shall fund each case, during the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on six-month period immediately following the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes Employee’s separation from service will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall instead be paid to Employee, or for his benefit, in accordance with 409A, no later than made available on the earlier of (i) fifteen (15) days the first business day of the seventh month following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and date of the Employee’s separation from service or (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, 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 Agreementdeath. Each payment under this Agreement is intended to be treated as a “separate payment” and not one of a series of separate payment payments for purposes of Code Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).409A.

Code Section 409A. Notwithstanding anything contained (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of “Non-Qualified Deferred Compensation” (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made under this Agreement upon an event and in a manner permitted by 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. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, you on account of your separation from service until the first to occur of (i) the date of your death or (ii) the date which is one day after the six month anniversary of your separation from service, and in either case only if Employee you are a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of your separation from service. Any payment that is deemed by delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of your employment with the Company at shall be withheld until you incur both (i) a termination of your employment relationship with the time Company and (ii) the first instance of Employee’s a “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise TaxCompany, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, such term is defined in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisionsSection 1.409A-1(h). (d) The preceding provisions of this Section 10 shall not be construed as a guarantee by the Company of any particular tax effect to you under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between you and the Company. The Company shall not be liable to you for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. Notwithstanding anything contained in The parties agree that this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit interpreted to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with be exempt from Section 409A of the Code and the interpretative Treasury regulations and guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursementspromulgated thereunder (collectively “Code Section 409A”), and in-kind distributions, and shall be administered accordingly. The all provisions of this Agreement shall be construed and interpreted in a manner consistent with such intent. If the requirements for avoiding taxes or penalties under Code Section 409A. In no event whatsoever will Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement needs providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be revised a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to satisfy any payment or the requirements provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the Codesix (6)-month period measured from the date of such “separation from service” of Executive, then such provision and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Subsection 8.11 shall be modified or restricted to paid (without interest) on the extent and in first business day following the manner necessary to be in compliance with such requirements expiration of the Code Delay Period to Executive in a lump sum and any such modification will attempt to maintain the same economic results as were intended remaining payments and benefits due under this AgreementAgreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Each For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement is intended specifies a payment period with reference to a number of days (e.g., “payment shall be treated as one made within thirty (30) days following the date of a series termination”), the actual date of separate payment for purposes within the specified period shall be within the sole discretion of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions)Company.

Code Section 409A. Notwithstanding anything contained in The termination benefits provided by Section 6 of this Agreement are intended to be exempt from Section 409A of the Code, whether pursuant to the contraryshort-term deferral exception provided under Treasury Regulation 1.409A-1(b)(4), the involuntary separation pay plan exception provided under Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise, such that none of the termination benefits to be provided hereunder will be subject to the six (6) month delay imposed by Section 409A of the Code, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive. Notwithstanding the foregoing, if Employee Executive is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of Executive’s termination (other than due to death), and any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) portion of the Code in the absence of such deferral. Upon the expiration of the applicable deferral periodtermination benefits payable to Executive pursuant to this Agreement, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, when considered together with any such interest and penaltiesother severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration PaymentsDeferred Compensation Separation Benefits”) in an amount that shall fund the payment by employee could (under any set of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall circumstances) be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier after March 15 of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year containing the date of Executive’s termination, then only that portion of the Deferred Compensation Separation Benefits which do not exceed the Section 409A Limit (as defined below) may be made within the first six (6) months following Executive’s termination of employment in which accordance with the related taxes are remitted payment schedule applicable to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such each payment or benefit to comply with Section 409Abenefit. For these purposes, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement each severance payment is intended to comply with Section 409A of the Code hereby designated as a separate and distinct payment (and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision right to a series of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, 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 installment payments 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 right to a series of separate payment for purposes and distinct payments) and will not collectively be treated as a single payment. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit shall accrue and, to the extent such portion of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).Deferred Compensation Separation Benefits

Code Section 409A. Notwithstanding anything contained 10.1 To the extent that any payments to be made to Executive upon a termination of employment are subject to Section 409A of the Code, a termination of employment with the Company shall not have occurred unless and until Executive has incurred a “separation from service” as defined under Section 409A of the Code and applicable regulations. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). 4 | Page 10.2 Anything in this Agreement to the contrarycontrary notwithstanding, if Employee is deemed by the Company at the time of EmployeeExecutive’s “separation from service” with the Company to be a “specified employee,” each service within the meaning of Section 409A of the Code (Code, the Company determines that Executive is a “409A”)specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any compensation payment or benefits to which Employee benefit that Executive becomes entitled to under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employeeon account of Executive’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only service would be -effected considered deferred compensation otherwise subject to the extent required 20 percent additional tax imposed pursuant to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B409A(a) of the Code in the absence of such deferral. Upon the expiration as a result of the applicable deferral periodapplication of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (a) six months and one day after Executive’s separation from service, or (b) Executive’s death. If any compensation or benefits which such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have otherwise been paid during that the six-month period (whether in a single sum or in installments) in but for the absence application of this Section provision, and the balance of the installments shall be payable in accordance with their original schedule. 10.3 All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by Executive during the time periods set forth in this Agreement. All reimbursements shall be paid to Employee as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or Employee’s beneficiary reimbursable expenses incurred in one lump sumtaxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). If any payment Such right to reimbursement or benefit under in-kind benefits is not subject to liquidation or exchange for another benefit. 10.4 The Parties intend that this Agreement would will be subject to the excise tax imposed by administered in accordance with Section 409A of the Code (or Code. To the extent that any similar state law) or any interest or penalties payable provision of this Agreement is ambiguous as to its compliance with respect to Section 409A of the Code, the provision shall be read in such excise tax (such excise tax, together a manner so that all payments hereunder comply with any such interest and penalties, are hereinafter collectively referred to as Section 409A of the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional Code. Each payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A 2(b)(2). The Parties agree that this Agreement may be amended, as reasonably requested by either Party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the interpretative payments and benefits provided hereunder without additional cost to either Party. This Section 10 shall apply only to the extent required to avoid Executive’s incurrence of any tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If . 10.5 Notwithstanding any provision of this Agreement needs to the contrary, to the extent that any payment under the terms of this Agreement would constitute an impermissible acceleration of payments under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, such payments shall be revised to satisfy the requirements of made no earlier than at such times allowed under Section 409A of the Code, then such provision . 10.6 The Company makes no representation or warranty and shall be modified have no liability to Executive or restricted any other person for violations in form if any provisions relating to the extent and in the manner necessary to be in compliance with such requirements form 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 are determined to be treated as one of a series of separate payment for purposes of constitute deferred compensation subject to Section 409A of the Code and Treasbut do not satisfy an exemption from, or the conditions of, such Section. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).4 | Page