Common use of Code Section 409A Clause in Contracts

Code Section 409A. Notwithstanding 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 Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 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. Notwithstanding (a) To the extent any other provision in of this Agreement or action by the Employer would subject the Executive to the contrary, if and to the extent that Code liability for interest or additional taxes under Section 409A is deemed to apply to any benefit under this Agreementof the Internal Revenue Code of 1986, as amended (the “Code”), it is the general intention of the Corporation that such benefits shallshall be deemed null and void, to the extent practicable, permitted by law and deemed advisable by the Employer. It is intended that this Agreement will comply with, or be exempt from, Code Section 409A, and this Agreement shallshall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive’s termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). This Agreement may be amended to the extent practicable, be construed in accordance therewith. Deferrals necessary (including retroactively) by the Employer to avoid the application of benefits distributable pursuant to this Agreement that are otherwise exempt from taxes or interest under Code Section 409A in a manner that would cause Code 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 409A to apply 24 shall not be permitted unless construed as a guarantee of any particular tax effect for the Executive’s benefits under this Agreement and the Employer does not guarantee that any such deferrals are in compliance with or otherwise exempt from benefits will satisfy the provisions of Code Section 409A. In 409A. (b) Notwithstanding any provision of this Agreement to the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and contrary, if Executive is determined to be a “specified employee” (Specified Employee as defined under of the Date of Termination, then, to the extent required pursuant to Code Section 409A), any payment of payments due under this Agreement that are deemed to be deferred compensation shall be subject to Code Section 409A to a six-month delay following the Date of Termination; and all delayed payments shall be made to Executive upon accumulated and paid in a separation from service may not be made before lump-sum payment as of the date that is six months after Executive’s separation from service first day of the seventh month following the Date of Termination (or deathor, if earlier, as of Executive’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period (based on the prime rate as reflected in the Wall Street Journal). To Any portion of the extent benefits hereunder that Executive becomes subject were not otherwise due to be paid during the six-month delay rule, all payments period following the Date 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 Termination shall 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 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 faithschedule established herein.

Code Section 409A. Notwithstanding 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 Company that such benefits shallwill, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shallwill, 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 will not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation 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” (as defined under Code Section 409A), any payment of that is deemed to be deferred compensation subject to under Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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 serviceservice that are not otherwise exempt from Code Section 409A, 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, provisions or conditions be included in this Agreement, then such terms, provisions, provisions and conditions shallwill, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall will be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall will be deemed not to comply with Code Section 409A, then neither the CorporationCompany, the Board, the Compensation Committee, Committee nor its or their designees or agents shall will be liable to Executive any participant or other person for actions, decisions, decisions or determinations made in good faith.

Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) to the maximum extent possible. However, to the extent that the RSUs (or any portion thereof) may be subject to Section 409A, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A and this Agreement shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision of the Plan or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of Section 409A. Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary, if and to the extent that Code Section 409A upon termination of employment, a Participant is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined within the meaning of that term under Code Section 409A), any then, to the extent the settlement of the RSUs following such termination of employment is considered the payment of “non-qualified deferred compensation subject to Code compensation” under Section 409A to be made to Executive upon payable on account of a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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” as defined under Code that is not exempt from Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments409A, each such installment settlement shall be deemed to be a separate payment for purposes delayed until the date that is the earlier of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, expiration of the six-month period measured from the date of such “separation from service” 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 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 faithdate of Participant’s death.

Code Section 409A. Notwithstanding 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 Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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 or her separation from service, if any, will be accumulated and paid to Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 Section 409A, then neither the Corporation, its Subsidiaries, the Board, the Compensation Committee, nor its or their designees or agents shall be liable to Executive or any other person for actions, decisions, or determinations made in good faith.

Code Section 409A. Notwithstanding any other provision in this Agreement to the contrary, if and to (a) 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 terms and conditions contained herein constitute an amendment or modification of the extent practicable, comply with, time or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals manner of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in payment under a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” non-qualified deferred compensation plan (as defined under Code Section 409A), any payment of 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 subject 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 Executive to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Executive’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be made deferred compensation shall be subject to Executive upon a separation from service may not be made before six (6) month delay following the date that is six months after Executive’s separation from service (or death, if earlier)service. To the extent that Executive becomes subject to the six-month delay ruleFor purposes of Code Section 409A, all installment payments of deferred compensation subject made hereunder, or pursuant to Code Section 409A that would have been made to Executive during the six months following his separation from serviceanother plan or arrangement, 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be 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 separate lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Executive) with all such delayed payments being credited with interest (compounded monthly) for purposes this period 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, delay equal to the extent practicable, be deemed prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be made a part of this Agreement, and (ii) terms used in this Agreement paid during the six-month period following the termination shall be construed paid to the Executive 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 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 faithpayment schedule established herein.

Code Section 409A. Notwithstanding any other provision in It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall 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 of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, if and to the extent that Code required in order to avoid accelerated taxation and/or tax penalties under Section 409A is deemed of the Code, the Executive shall not be considered to apply have terminated employment with the Company for purposes of this Agreement and no payments shall be due to any benefit him under this Agreement, it is Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the general intention Company within the meaning of Section 409A of the Corporation that such benefits shall, to Code. To the extent practicablerequired to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, comply with, or amounts that would otherwise be exempt from, Code Section 409A, payable and this Agreement shall, to the extent practicable, benefits that would otherwise be construed in accordance therewith. Deferrals of benefits distributable provided pursuant to this Agreement that are otherwise exempt from Code Section 409A during the six-month period immediately following the Executive’s termination of employment shall instead be paid 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 lump sum on the event that first day of the Corporation seventh month following his termination of employment (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” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or his death, if earlier). To the extent that Executive becomes subject to the six-month delay ruleIn addition, 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed in accordance with Code as a separate identified payment for purposes of Section 409A if of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent required. Furtherthat the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code; provided that, in with respect to any reimbursements for any taxes to which the event that Executive becomes entitled under the terms of this Agreement or any benefit thereunder Agreement, the payment of such reimbursements shall be deemed made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to comply with Code Section 409A, then neither the Corporation, the Board, the Compensation Committee, nor its liquidation or their designees or agents shall be liable to Executive or other person exchange for actions, decisions, or determinations made in good faithanother benefit.

Code Section 409A. (a) Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payments and benefits set forth herein shall either be exempt from the requirements of Code Section 409A or shall comply with the requirements of Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Code Section 409A. The parties hereto agree that the payments and benefits set forth herein comply with or are exempt from the requirements of Code Section 409A and agree not to take any position, and to cause their affiliates, successors and assigns not to take any position, inconsistent with such interpretation for any reporting purposes, whether internal or external. (b) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Code Section 409A upon or following a termination of the Employee’s 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” and the date of such separation from service shall be treated as the date of termination for purposes of any such payment or benefits. Notwithstanding any other provision in of this Agreement to the contrary, if and to the extent that Code Section 409A Employee is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (as defined under 6) months after the Employee’s “separation from service” (within the meaning of Code Section 409A), any then such payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may or benefit required under this Agreement shall not be made before paid (or commence) during the date that is six months after Executivesix-month period immediately following the Employee’s separation from service (except as provided in the immediately following sentence. In such an event, any payments or 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 benefits that would otherwise have been made to Executive or provided during the such six months following his separation from service, if any, will be accumulated (6)-month period 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” as defined which would have incurred such additional tax under Code Section 409A if and shall instead be paid to the extent required Employee in a lump-sum cash payment on the earlier of (i) the first regular payroll date of the seventh (7th) month following the Employee’s separation from service or (ii) the tenth (10th) business day following the Employee’s death. (c) It is intended that each installment of any severance payments and benefits provided under Code Section 409A. Whenever payments under the this Agreement are to be made in installments, each such installment shall be deemed to be treated as a separate payment “payment” for purposes of Code Section 409A. FurtherNeither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense shall be made promptly and in all cases on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. (d) Notwithstanding anything contained herein to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Employee’s termination of employment are subject to Employee’s execution and delivery of the Release, (i) in if Employee fails to execute the event that Code Section 409A requires that any special terms, provisions, Release on or conditions be included in this Agreement, then such terms, provisions, and conditions shall, prior to the extent practicableRelease Expiration Date (as defined below) or timely revokes Employee’s acceptance of the Release thereafter, Employee shall not be deemed entitled to be made a part of this Agreementany payments or benefits otherwise conditioned on the Release, and (ii) terms used in this Agreement shall any case where Employee’s date of termination and the last day the Release may be construed considered or, if applicable, revoked, fall in accordance with two separate taxable years, any payments required to be made to Employee that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Code Section 409A shall be made in the later taxable year. For purposes of this Section 17(d), “Release Expiration Date” shall mean (x) if Employee is under 40 years old as of the date of termination, the date that is seven (7) days following the date upon which the Company timely delivers the Release to Employee, and (y) if Employee is 40 years or older as of the date of termination, the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to the extent required. FurtherEmployee, or, in the event that this Agreement Employee’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any benefit thereunder shall be deemed not to comply with payments of nonqualified deferred compensation (within the meaning of Code Section 409A) due under this Agreement as a result of Employee’s termination of employment are delayed pursuant to this Section 17(d), then neither the Corporation, the Board, the Compensation Committee, nor its or their designees or agents such amounts shall be liable paid in a lump sum on the first payroll date following the date that Employee executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Executive or other person for actionsSection 17(d)(ii), decisionson the first payroll period to occur in the subsequent taxable year, or determinations made in good faithif later.

Code Section 409A. Notwithstanding any other provision in this Agreement to the contrary, if and to (a) 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 terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the extent practicable, comply with, time or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals manner of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in payment under a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” non-qualified deferred compensation plan (as defined under Code Section 409A), any payment of 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 subject 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 any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be made deferred compensation shall be subject to Executive upon a separation from service may not be made before six (6) month delay following the date that is six months after ExecutiveEmployee’s separation from service (or death, if earlier)service. To the extent that Executive becomes subject to the six-month delay ruleFor purposes of Code Section 409A, all installment payments of deferred compensation subject made hereunder, or pursuant to Code Section 409A that would have been made to Executive during the six months following his separation from serviceanother plan or arrangement, 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be 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 separate lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for purposes this period 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, delay equal to the extent practicable, be deemed prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be made a part of this Agreement, and (ii) terms used in this Agreement paid during the six-month period following the termination shall be construed paid to the Employee 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 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 faithpayment schedule established herein.

Code Section 409A. Notwithstanding 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 Company that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation 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” (as defined under Code Section 409A), any payment of that is deemed to be deferred compensation subject to under Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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 serviceservice that are not otherwise exempt from Code Section 409A, 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, provisions or conditions be included in this Agreement, then such terms, provisions, 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 Section 409A, then neither the CorporationCompany, the Board, the Compensation Committee, Committee nor its or their designees or agents shall be liable to Executive any participant or other person for actions, decisions, decisions or determinations made in good faith.

Code Section 409A. The intent of the parties is that payments (including settlements) and benefits under the Agreement are exempt from or comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted and be administered to be in exempt from or compliance therewith. Notwithstanding any other provision in this Agreement anything contained herein to the contrary, if to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Grantee shall not be considered to have separated from service with the Company for purposes of the Agreement and no payment shall be due to the Grantee under the Agreement on account of a separation from service until the Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in the Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Agreement, to the extent that 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 amounts are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive payable upon a separation from service may not and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under the Agreement or any other agreement of the Company, shall be made before on the first business day after the date that is six (6) months after Executive’s following such separation from service (or death, if earlier). To The Company makes no representation that any or all of the extent that Executive becomes subject to payments described in the six-month delay rule, all payments of deferred compensation subject to Code Agreement will be exempt from or comply with Section 409A that would have been made of the Code and makes no undertaking to Executive during preclude Section 409A of the six months following his separation Code from serviceapplying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. For purposes of making a payment under the Agreement, if anyany amount is payable as a result of a Change of Control, 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” as defined under Code Section 409A if and then to the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special termsof the Code, provisions, or conditions be included in this Agreement, then such terms, provisions, and conditions shall, to the extent practicable, be deemed to be made event must also constitute 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 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 faithCIC.

Code Section 409A. Notwithstanding any other provision in It is intended that all compensation payable pursuant to this Agreement to are exempt from or, alternatively, comply with Section 409A (and any legally binding guidance promulgated under Section 409A, including, without limitation, the contrary, if and to the extent that Final Treasury Regulations) (“Code Section 409A is deemed to apply to any benefit under 409A”), and this AgreementAgreement will be interpreted, it is administered and operated accordingly. The Company reserves the general intention of the Corporation that such benefits shallright, to the extent practicablethe Company deems necessary or advisable in its sole discretion, comply withto unilaterally amend or modify this Agreement as may be necessary to ensure that all payments provided for under this Agreement are made in a manner that qualifies for exemption from or complies with Code Section 409A; provided, however, that the Company makes no representation that the grant, vesting, or settlement of the Award will be exempt fromfrom or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the grant, vesting or settlement of the Award granted pursuant to this Agreement. In the event that any provision of this Agreement is inconsistent with Code Section 409A or such guidance, then the applicable provisions of Code Section 409A shall supersede such inconsistent provision. Notwithstanding the foregoing, in no event will any of Company, its parent, or their respective subsidiaries, affiliates, or officers, directors, employees, or agents have any liability for failure of the form of this Agreement to be exempt from or comply with Code Section 409A and none of the foregoing guarantees that the form of this Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, and this Agreement shall, ▇▇▇▇▇▇▇’s right to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable receive any payments pursuant to this Agreement that are otherwise exempt from Code Section 409A in shall be treated as a manner that would cause Code Section 409A right 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 receive a successor thereto) has any stock which is publicly traded on an established securities market or otherwise separate and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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 servicedistinct payment, 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment installments shall be deemed to be a series of separate payments. Whenever a payment for purposes 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 Company. A termination of employment under this Agreement shall mean a “separation from service” under Code Section 409A. FurtherNotwithstanding any provisions of the Agreement to the contrary, (i) in to the event extent the that Code Section 409A requires that any special termswould cause an adverse tax consequence to Grantee, provisions, or conditions be included a Change in this Agreement, then such terms, provisions, and conditions shall, to the extent practicable, Control shall not be deemed to be made a part occur for purposes of this Agreement, and (ii) terms used Agreement unless the Change in this Agreement shall be construed in accordance with Code Section 409A if and Control meets the definition ascribed to the extent required. Further, phrase “Change in the event that this Agreement Ownership or any benefit thereunder shall be deemed not Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Regulation 1.409A-3(i)(5), as revised from time to comply with Code Section 409A, then neither the Corporation, the Board, the Compensation Committee, nor its or their designees or agents shall be liable to Executive time in either subsequent regulations or other person for actions, decisions, or determinations made in good faithguidance.

Code Section 409A. Notwithstanding any other provision in 18.1. The Executive and the Employer acknowledge that each of the payments and benefits promised to the Executive under this Agreement to must either comply with the contrary, if and to the extent that requirements of Code Section 409A is and the regulations thereunder or qualify for an exception from compliance. To that end, the Executive and the Employer agree that: 18.1.1. The Executive will be deemed to apply have a date of termination of employment for purposes of determining the timing of any payments or benefits hereunder that are classified as deferred compensation only upon a “separation from service” within the meaning of Code Section 409A; 18.1.2. The expense reimbursements described in Section 6.3 are intended to any benefit satisfy the requirements for a “reimbursement plan” described in Treasury Regulation Section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; 18.1.3. The payments described in Sections 8.1.1 and 8.1.2 are intended to be excepted from compliance with Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(3) as payment made pursuant to the Employer’s customary payment timing arrangement; 18.1.4. The benefits and payments described in Section 8.1.3 are expected to comply with or be excepted from compliance with Code Section 409A on their own terms; and 18.1.5. The welfare benefits provided in kind under Section 8.3.3 are intended to be excepted from compliance with Code Section 409A as welfare benefits pursuant to Treasury Regulation Section 1.409A-1(a)(5) and/or as benefits not includible in gross income. To the extent not otherwise excepted from compliance with Code Section 409A, such benefits will be administered to satisfy the requirements for a “reimbursement plan” described in Treasury Regulation Section 1.409A-3(i)(1)(iv)(A). 18.2. With respect to payments under this Agreement, it for purposes of Code Section 409A, each severance payment (if there is more than one payment) will be considered one of a series of separate payments. The Executive and the general intention of the Corporation that such benefits shallEmployer further agree that, to the extent practicablenot otherwise exempt, the termination benefits described in this agreement are intended to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or as payments pursuant to a separation pay plan pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). In the case of a payment that is not excepted from compliance with Code Section 409A and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation Section 1.409A-3(a), the payment shall not be made prior to the later of (i) the date specified in Section 8.6 and, (ii) if the Executive is a specified employee (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of his separation from service, the first day of the seventh month following the Executive’s separation from service. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect exemption from, and/or compliance with, Code Section 409A. Neither the Bank nor the Company make any representations or warranties that the payments provided under this Agreement comply with, or be are exempt from, Code Section 409A, and this Agreement shallin no event shall either the Bank or the Company be liable for any portion of any taxes, to the extent practicablepenalties, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisionsinterest, or conditions other expenses that may be included in this Agreement, then such terms, provisions, and conditions shall, to the extent practicable, be deemed to be made a part incurred by Executive on account of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance non-compliance 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 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.409A.

Code Section 409A. Notwithstanding (a) It is the intention of Company and Executive that the provisions of this Agreement comply with Section 409A of the Code and the rules, regulations and other authorities promulgated thereunder (including the transition rules thereof) (collectively, “409A”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with 409A. (b) To the extent Executive is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code and as determined in good faith by Company, notwithstanding the timing of payment provided in any other provision in Section of this Agreement to the contraryAgreement, if and to the extent that Code Section 409A is deemed to apply to any no payment, distribution or benefit under this AgreementAgreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), it is after taking into account all available exemptions that would otherwise be payable during the general intention of the Corporation that six-month period after separation from service will be made during such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409Asix-month period, and this Agreement shallany such payment, to distribution or benefit will instead be paid on 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 first business day after such deferrals are in compliance with or otherwise exempt from Code Section 409A. six-month period. (c) In the event that Company determines that any provision of this Agreement does not comply with 409A, Company will be entitled (but will have no obligation) without Executive’s consent, to amend or modify such provision to comply with 409A; provided, however, that such amendment or modification will, to the Corporation greatest extent commercially practicable, maintain the economic value to Executive of such provision. (or a successor theretod) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined For purposes of 409A, each installment of Severance Pay under Code Section 409ASections 1.1(a), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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, 1.3(a) and 1.4(a) 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code as permitted under Treasury Regulation Section 409A. Further1.409A-2(b)(2)(iii). (e) Except as permitted by Section 409A, (i) the continued benefits provided to Executive pursuant to this Agreement during any calendar year will not affect the continued benefits provided to Executive in the event that Code Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then such terms, provisionsother calendar year, and conditions shall, the amount of any costs of purchasing benefits reimbursed pursuant to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed paid to Executive no later than the last day of the calendar year following the calendar year in accordance with Code which such costs are incurred by Executive. (f) Neither Executive nor any creditor or beneficiary of Executive will have the right to subject any deferred compensation (within the meaning of Section 409A if and to the extent required. Further, in the event that 409A) payable under this Agreement or under any benefit thereunder shall be deemed not other plan, policy, arrangement or agreement of or with Company or any affiliate thereof (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to comply with Code any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted by Section 409A, then neither any deferred compensation (within the Corporation, meaning of Section 409A) payable to or for the Board, the Compensation Committee, nor its or their designees or agents shall benefit of Executive under any Company Plan may not be liable to Executive or other person for actions, decisionsreduced by, or determinations made in good faithoffset against, any amount owing by Executive to the Company or any affiliate thereof.

Code Section 409A. Notwithstanding (a) To the extent that any other provision of the terms and conditions contained herein which were modified by Amendment Number 1 (the “Amendment”) constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A (and the guidance issued thereunder) (collectively referred to herein as “Code Section 409A”)), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement, as amended by the Amendment, constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A so as not to subject Executive to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement to the contraryshall be interpreted, if 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 is deemed would result in the Executive being subject to apply to any benefit payment of additional income taxes or interest 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 the parties agree to amend the Agreement shallto 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 any provision in the Agreement to the contrary if, as of the effective date of Executive’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be construed deferred compensation shall be subject to a six (6) month delay following the Executive’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 earlier, the date of death of the Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Executive in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 409A in a manner that would cause Code Section 409A 416(i) without regard to apply shall not be permitted unless paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such deferrals are in compliance with or otherwise exempt from Code Section 409A. In 12-month period is referred to below as the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and “identification period”). If Executive is determined to be a “specified employee” (as defined key employee under Code Section 409A), any payment 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before this Agreement during the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six12-month delay rule, all payments period that begins on the April 1 following the close 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 Agreementsuch identification period. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined determining whether Executive is a key employee under Code Section 409A if 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Bank for a particular calendar year.” All other terms and to the extent required under Code Section 409A. Whenever payments under conditions of the Agreement are to be made remain in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then such terms, provisions, full force 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 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 faitheffect.

Code Section 409A. Notwithstanding any other provision in this Agreement to In view of uncertainty surrounding the contrary, if and to the extent that Code recently enacted Section 409A is deemed to apply to any benefit under this Agreementof the Code, the Company believes that the Units may constitute “deferred compensation” within the meaning of Section 409A of the Code, and it is the general intention and belief of Mattel that the Units comply in all respects with Section 409A of the Corporation Code. If Mattel determines after the Grant Date that an amendment to this Grant Agreement is necessary or advisable to ensure the foregoing, it may make such benefits shallamendment, to effective as of the extent practicableGrant Date or at any later date, comply with, or be exempt from, Code without the consent of the Holder. Consistent with the aim of compliance with Section 409A, and this Agreement shall, the Settlement Date with respect to any Unit shall be the first to occur of (i) the scheduled vesting date of such Unit pursuant to the extent practicablefirst sentence of Section 3, 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 (ii) (x) if the Holder is not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code within the meaning of Section 409A409A(a)(2)(B)(i) of the Code) (a “Specified Employee”), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that of the Holder’s Severance, or (y) if the Holder is a Specified Employee, the date which is six months after Executivethe date of such Severance, (iii) the date of the Holder’s separation from service (or death, (iv) the date of the Holder’s Disability (but only if earliersuch Disability qualifies the Holder as “disabled” with the meaning of Section 409A(a)(2)(A)(ii) of the Code), and (v) the date of a Change in Control (but only if such Change in Control qualifies as an event described in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder). 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in In the event that there occurs a Change in Control that does not qualify as an event described in Section 409A(a)(2)(A)(v) of the Code Section 409A requires and the regulations thereunder, the amount 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 provided on the applicable Settlement Date (if such Settlement Date occurs following such Change in accordance with Code Section 409A if and to Control) in settlement of any Unit that vested as a result of such Change in Control shall be a cash amount that equals the extent required. FurtherFair Market Value of a share of Common Stock as of the date of such Change in Control, plus interest thereon through the Settlement Date at the federal funds rate (as reported in the event that this Agreement Wall Street Journal or any benefit thereunder shall be deemed not to comply with Code Section 409Aother information source reasonably selected by the Committee), 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 faithcompounded daily.

Code Section 409A. Notwithstanding any other provision in this This Agreement will be construed and administered to preserve the contrary, if and to the extent that Code exemption from Section 409A is deemed of payments that qualify as short-term deferrals pursuant to apply Treas. Reg. §1.409A-1(b)(4) or that qualify for the two-times compensation exemption of Treas. Reg. §1.409A-1(b)(9)(iii). With respect to any benefit under this Agreementamounts that are subject to Section 409A, it is the general intention of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409Aintended, and this Agreement shallwill be so construed, that such amounts and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A so as not to subject the Executive to the extent practicable, payment of interest and additional tax that may be construed imposed under Section 409A. For purposes of any payment in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code is subject to Section 409A and triggered by the Executive’s “termination of employment”, (i) “termination of employment” shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code, and (ii) in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” on the date of the Executive’s termination of employment (as defined with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of the Executive’s termination of employment or, in the absence of such rules established by the Company, under Code the default rules for identifying specified employees under Section 409A), any payment of deferred compensation that is subject to Code Section 409A 409A, such payment (to be made the extent subject to Executive upon a separation from service may Section 409A) shall not be made before the date that is paid earlier than six months after such termination of employment (if the Executive dies after the date of the Executive’s separation from service (termination of employment but before any payment has been made, such remaining payments that were or death, if earlier). To the extent that Executive becomes subject could have been delayed will be paid to the Executive’s estate without regard to such six-month delay rule, all payments of deferred compensation subject to Code Section 409A delay). The Executive acknowledges and agrees that would have been the Company has 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” as defined under Code Section 409A if and no representation to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then such terms, provisions, and conditions shall, Executive as to the extent practicable, be deemed tax treatment of the compensation and benefits provided pursuant to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance and that the Executive is solely responsible for all taxes due with Code Section 409A if respect to such compensation and to the extent required. Further, in the event that this Agreement 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 liable to Executive or other person for actions, decisions, or determinations made in good faithbenefits.

Code Section 409A. In general, it is intended that all compensation provided for under the terms of this Agreement be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of the “short-term deferral” and “separation pay” exemptions found in Treasury Regulation Sections 1.409A-1(b)(4) and (9) (or any successor to such exemptions). Notwithstanding the foregoing, however, if any payments are deemed to be a form of nonqualified deferred compensation for purposes of Code Section 409A, the Parties intend that such compensation arrangements be structured so as to comply with the requirements of Code Section 409A and shall make reasonable efforts to cause such arrangements to comply with Code Section 409A. In this regard, all payments that are deemed to be subject to Code Section 409A will be considered to be separate payments and not a form of installment payments, any such payments that are triggered by a termination of employment will be paid when there has been a “separation from service” (as that phrase is used for purposes of Code Section 409A), and no such payments will be subject to offset by any other provision amount unless otherwise permitted by Section 409A. Whenever a payment that is subject to Code Section 409A has a specified payment date, payment will be made at such time as is deemed to be a timely payment for purposes of Code Section 409A and any discretion as the time of payment will be exercised solely by the Company. If the Executive is a “specified employee” within the meaning of Code Section 409A at the time of his “separation from service”, then any payments that are triggered by such separation from service that would otherwise be payable within the six-month period following the separation from service will be paid in this Agreement to a lump sum on the contrary, if date that is the first day of the calendar month following the six-month anniversary of the Executive’s separation from service. If and to the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A 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, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (C) the amount of expenses eligible for reimbursement, or the in-kind benefits provided, during any taxable year will not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year, and (D) any reimbursement shall be for expenses incurred during the period of time specified in this Agreement and if no time period is deemed to apply to any benefit under this Agreementspecified, it shall be for expenses incurred during the Executive’s lifetime. It is the general intention intent of the Corporation that such benefits shall, this Agreement to the extent practicable, comply with, or be exempt from, the requirements of Code Section 409A so that none of the payments and benefits to be provided hereunder shall be subject to the additional tax imposed under Code Section 409A, and 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 any ambiguities herein shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 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 faithso comply.

Code Section 409A. (i) The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event 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 provision in this Agreement payment schedule provided herein to the contrary, if and to the extent that Code Section 409A Executive is deemed to apply to any benefit under this Agreement, it is on the general intention date of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined termination to be a “specified employee” (as defined within the meaning of that term under Code Section 409A409A(a)(2)(B), then any payment of under Section 1 hereof that is considered deferred compensation subject to under Code Section 409A to be made to Executive upon payable on account of a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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” as defined under Code Section 409A if 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 (B) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Whenever Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 6(e shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the Agreement are to be made in installments, each such installment normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to be have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A) upon or following a separate payment termination of employment unless such termination is also a “separation from service” from the Parent and Employer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) For purposes of Code Section 409A. Further409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (iv) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” (within the event that meaning of Code Section 409A requires 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (vi) To the extent that any special termsreimbursement of expenses or in-kind benefits constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A), provisionssuch 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 conditions 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 included subject to liquidation or exchange for any other benefit. (vii) Notwithstanding anything to the contrary in this Agreement, then such terms, provisions, and conditions shall, to the extent practicablethat 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 deemed 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 a part to Executive that are conditioned on the Release and are treated as “nonqualified deferred compensation” (within the meaning of Code Section 409A) shall be made in the later taxable year. For purposes of this AgreementSection 1(d)(vii) “Release Expiration Date” shall mean the date that is 31 days following the date of Executive’s termination of employment, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Furtheror, in the event that this Agreement 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 benefit thereunder shall be deemed not to comply with payments of nonqualified deferred compensation (within the meaning of Code Section 409A, then neither the Corporation, the Board, the Compensation Committee, nor its or their designees or agents ) 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 liable paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Executive or other person for actionsclause (C) of this Section 1(d)(vii) on the first payroll period to occur in the subsequent taxable year, decisions, or determinations made in good faithif later.

Code Section 409A. Notwithstanding If the Participant is a “specified employee,” within the meaning of Section 409A of the Code and the U.S. Treasury Regulations promulgated thereunder (collectively, “Section 409A”), at the time of a separation from service, any other provision in payments made under this Agreement to in connection with a separation from service shall instead be paid on the contraryfirst business day following the expiration of the six (6)-month period following the Participant's separation from service or, if and earlier, death of the Participant, if necessary to the extent that Code comply with Section 409A is deemed to apply to any benefit under this Agreement, it 409A. It is the general intention intent that the terms of the Corporation that such benefits shallRestricted Stock Units shall comply with the requirements of (or be exempt from the application of) Section 409A, and any ambiguities herein will be interpreted to so comply (or be exempt). The Company reserves the right, to the extent practicablethe Company deems necessary or advisable in its sole discretion, comply with, to unilaterally amend or be exempt from, Code Section 409A, and modify this Agreement shall, as may be necessary to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to ensure that all vesting or payouts provided under this Agreement that are otherwise exempt from Code Section 409A made in a manner that would cause Code complies with Section 409A or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply shall under Section 409A if compliance is not practical; provided, however, that nothing in this paragraph 15 creates an obligation on the part of the Company to modify the terms of this Agreement or the Plan, and the Company makes no representation that the terms of the Restricted Stock Units under this Award Agreement will comply with (or be exempt from the application of) Section 409A or that payments under the Restricted Stock Units will not be permitted unless such deferrals are in compliance with subject to taxes, interest and penalties or otherwise exempt from Code other adverse tax consequences under Section 409A. In no event whatsoever shall the event Company or any of its Subsidiaries or affiliates be liable to any party for any additional tax, interest or penalties that may be imposed on 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” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Participant by Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 damages for failing to comply with Code (or be exempt from the application of) 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.409A.

Code Section 409A. Notwithstanding any other provision in this Agreement to the contrary, if and to (a) 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 terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the extent practicable, comply with, time or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals manner of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in payment under a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” non-qualified deferred compensation plan (as defined under Code Section 409A), any payment of 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 subject 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 any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be made deferred compensation shall be subject to Executive upon a separation from service may not be made before six (6) month delay following the date that is six months after ExecutiveEmployee’s separation from service (or death, if earlier)service. To the extent that Executive becomes subject to the six-month delay ruleFor purposes of Code Section 409A, all installment payments of deferred compensation subject made hereunder, or pursuant to Code Section 409A that would have been made to Executive during the six months following his separation from serviceanother plan or arrangement, 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be 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 separate lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 409A. Further416(i), (i) in “compensation” shall mean Employee’s W-2 compensation as reported by 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 Employer for 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 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 faithparticular calendar year.”

Code Section 409A. Notwithstanding None of the Phantom Units or any amounts paid pursuant to this Agreement are intended to constitute or provide for a deferral of compensation that is subject to Section 409A of the Code. Nevertheless, to the extent that the Committee determines that the Phantom Units may not be exempt from (or compliant with) Section 409A of the Code, the Committee may (but shall not be required to) amend this Agreement in a manner intended to comply with the requirements of Section 409A of the Code or an exemption therefrom (including amendments with retroactive effect), or take any other provision actions as it deems necessary or appropriate to (a) exempt the Phantom Units from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Phantom Units, or (b) comply with the requirements of Section 409A of the Code. To the extent applicable, this Agreement shall be interpreted in accordance with the provisions of Section 409A of the Code. Notwithstanding anything in this Agreement to the contrary, if and to the extent that Code any payment or benefit hereunder constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that Code, and such benefits shallpayment or benefit would otherwise be payable or distributable hereunder by reason of the Participant’s cessation of Service, all references to the extent practicable, comply with, or Participant’s cessation of Service shall be exempt from, Code Section 409Aconstrued to mean a Separation from Service, 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 Participant shall not be permitted considered to have a cessation of Service unless such deferrals are in compliance cessation constitutes a Separation from Service with or otherwise exempt from Code Section 409A. In respect to the event Participant. The Participant’s signature below indicates the Participant’s agreement with and understanding that the Corporation (or a successor thereto) has any stock which this award is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before all of the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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 terms 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) conditions contained in the event that Code Section 409A requires that any special terms, provisions, or conditions be included Plan and 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. Furtherthat, in the event that there are any inconsistencies between the terms of the Plan and the terms of this Agreement or any benefit thereunder shall be deemed not to comply with Code Section 409A, then neither the CorporationAgreement, the Boardterms of the Plan shall control. The Participant further acknowledges that the Participant has read and understands the Plan and this Agreement, which contains the Compensation Committeespecific terms and conditions of this grant of Restricted Units. The Participant hereby agrees to accept as binding, nor its conclusive, and final all decisions or their designees interpretations of the Committee upon any questions arising under the Program or agents shall be liable to Executive or other person for actions, decisions, or determinations made in good faiththis Agreement.

Code Section 409A. Notwithstanding any other provision in The Parties intend that this Agreement to and 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 payments made hereunder will be exempt from, or comply with, the requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”), and this Agreement shall, will be interpreted and applied to the greatest extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A possible in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance is consistent with the requirements for avoiding taxes or otherwise exempt from Code penalties under Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive Officer is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive the Officer upon a separation from service which is deferred compensation subject to Section 409A (and not otherwise exempt from Section 409A) may not be made before the date that is six months after Executivethe Officer’s separation from service (or death, if earlier). To the extent that Executive the Officer is or becomes subject to the this six-month delay rule, all payments of deferred compensation subject to Code Section 409A (and not otherwise exempt from Section 409A) that would have been made to Executive the Officer during the six months following his separation from service, if any, will be accumulated and paid to Executive during the seventh month Officer on the date that is six months and one day following his separation from service, and any remaining payments due will be made in their ordinary course as described in this the Agreement. The Parties intend that each installment of any payments provided for in this Agreement is a separate “payment” for purposes of Section 409A. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under Deferrals of benefits payable or distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be made permitted unless such deferrals are in installments, each such installment shall be deemed to be a separate payment for purposes of Code compliance with Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, provisions or conditions be included in this the Agreement, then such terms, provisions, provisions and conditions shall, to the extent practicable, be deemed to be made a part of this the Agreement, and (ii) terms used in this the Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this the Agreement or any benefit thereunder shall be deemed not to comply with Code Section 409A, then neither the CorporationBank, the Board, the Compensation CommitteeCompany, nor its or their designees or agents shall be liable to Executive the Officer or other person for actions, decisions, decisions or determinations made in good faith.

Code Section 409A. (a) Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payments and benefits set forth herein shall either be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or shall comply with the requirements of Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Code Section 409A. The parties hereto agree that the payments and benefits set forth herein comply with or are exempt from the requirements of Code Section 409A and agree not to take any position, and to cause their affiliates, successors and assigns not to take any position, inconsistent with such interpretation for any reporting purposes, whether internal or external. (b) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Code Section 409A upon or following a termination of the Employee’s 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” and the date of such separation from service shall be treated as the date of termination for purposes of any such payment or benefits. Notwithstanding any other provision in of this Agreement to the contrary, if and to the extent that Code Section 409A Employee is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (as defined under 6) months after the Employee’s “separation from service” (within the meaning of Code Section 409A), any then such payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may or benefit required under this Agreement shall not be made before paid (or commence) during the date that is six months after Executivesix-month period immediately following the Employee’s separation from service (except as provided in the immediately following sentence. In such an event, any payments or death, if earlier). To the extent benefits that Executive becomes subject to the would otherwise have been made or provided during such six-month delay rule, all payments of deferred compensation subject to period and which would have incurred such additional tax under Code Section 409A that would have been made to Executive during the six months following his separation from service, if any, will shall instead be accumulated and paid to Executive during the Employee in a lump-sum cash payment on the earlier of (i) the first regular payroll date of the seventh month following his the Employee’s separation from service, service or (ii) the 10th business day following the Employee’s death. (c) It is intended that each installment of any severance payments and any remaining payments due will be made in their ordinary course as described in benefits provided under 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be treated as a separate payment “payment” for purposes of Code Section 409A. FurtherNeither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (ii) the event that Code Section 409A requires that reimbursement of an eligible expense shall be made promptly and in all cases on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any special termsother benefit. Notwithstanding anything contained herein to the contrary, provisionsif the period in which any general waiver and release of claims may be executed overlaps two calendar years (regardless of when such release is actually executed), or conditions be included in this Agreement, then such terms, provisions, and conditions shallthen, to the extent practicablerequired by Code Section 409A, any payments that are subject to such general waiver and release of claims that would otherwise be made in such first calendar year shall instead be withheld and paid on the first normal payment date in the second calendar year, with all remaining payments to be paid as if such delay had not occurred.” The Agreement, as amended by this Amendment, shall remain in full force and effect, and this Amendment shall be deemed to be incorporated into the Agreement and made a part thereof. Except for the amendments expressly described herein, this Amendment shall not otherwise amend or modify any other provision of this the Agreement. This Amendment may be executed in two or more counterparts, 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 each of which shall be deemed not to comply with Code Section 409A, then neither the Corporation, the Board, the Compensation Committee, nor its be an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of this Amendment by facsimile or their designees or agents other electronic method of transmission shall be liable to Executive or other person for actions, decisions, or determinations made in good faithequally effective as delivery of an original executed counterpart of this Amendment.

Code Section 409A. Notwithstanding a. If any other provision in of this Agreement to the contrary(or of any award of compensation, 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, including equity compensation 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 benefits) would cause Code Section 409A the Executive to apply shall not be permitted unless such deferrals are in compliance with incur any additional tax or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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” as defined interest under Code Section 409A if and to or any regulations or Treasury guidance promulgated thereunder, the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then such terms, provisions, and conditions Corporation shall, to after consulting with the extent practicableExecutive, 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 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 any provision to the contrary in this Agreement, if the Executive is deemed on the date of termination of employment to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then neither with regard to any payment or the Corporationprovision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive's "separation from service" (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the "Deferral Period"). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefor were paid by the Executive, the Board, Executive shall pay the Compensation Committee, nor full cost of premiums for such welfare benefits during the Deferral Period and the Corporation shall pay (or cause to be paid) to the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its or their designees or agents shall be liable to Executive or other person for actions, decisions, or determinations made in good faithconclusion.

Code Section 409A. Notwithstanding any other provision in this This Agreement is intended to be exempt from or comply with the contraryrequirements of Section 409A(a)(2), if (3) and to (4) of the Code, including current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly. To the extent that Code Section 409A is deemed such potential payments or benefits could become subject to apply to any benefit additional tax 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 the parties shall cooperate to amend this Agreement shall, to with the extent practicable, be construed in accordance therewith. Deferrals goal of giving Executive the economic benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A described herein in a manner that would cause Code does not result in such tax being imposed. Each payment or benefit made pursuant to Section 409A to apply shall not be permitted unless such deferrals are in compliance with 11(a) or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto11(b) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. FurtherIn addition, (ipayments or benefits pursuant to Section 11(a) in or 11(b) shall be exempt from the event that requirements of Code Section 409A requires 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 any special terms, provisions, or conditions may be included in this Agreement, then such terms, provisionsapplicable, 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 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 herein to the contrary, if Executive is considered a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) as of the Termination Date, then no payments of deferred compensation subject to Code Section 409A and payable due to Executive’s separation from service shall be made under this Agreement before the first business day that is six (6) months after the Termination Date (or upon Executive’s death, if earlier) (the “Specified Period”). Any deferred compensation payments that would otherwise be required to be made to Executive during the Specified Period will be accumulated by the Company and paid to Executive on the first day after the end of the Specified Period. The foregoing restriction on the payment of amounts to Executive during the Specified Period will not apply to the payment of employment taxes. In the event that the interpretation or requirements of Code Section 409A change during the Term, the parties agree to amend this Agreement, only as necessary, to comply with any such change, if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not to comply with such an amendment is permitted by Code 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.409A.

Code Section 409A. The provisions in this Section 7 shall apply if the Participant is subject to taxation in the United States. 7.1 To the extent the Performance RSUs constitute “nonqualified deferred compensation” that is subject to Code Section 409A (“NQ Deferred Compensation”), any Performance RSUs that are payable upon or with reference to the date that the Participant’s Active Service terminates (i) shall not be paid unless the Participant experiences a “separation from service” within the meaning of Code Section 409A and (ii) if the Participant is a “specified employee” within the meaning of Code Section 409A on the date of the Participant’s separation from service, then the Performance RSUs shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 7.2 This Award and payments made pursuant to this Agreement and the Plan are intended to qualify for an exemption from or comply with Code Section 409A. Notwithstanding any other provision in this Agreement to and the contraryPlan, 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 shallCompany, to the extent practicableit deems necessary or advisable in its sole discretion, comply withreserves the right, 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 but shall not be permitted unless such deferrals are in compliance with required, to unilaterally amend or otherwise exempt from Code Section 409A. In modify this Agreement and/or the event Plan so 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” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject Performance RSUs granted 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 Participant qualify for exemption 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 Section 409A; provided, then however, that the Company makes no representations that the Performance RSUs shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Performance RSUs. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the Company based on matters covered by Code Section 409A, including the tax treatment of any amount paid or Award made under this Agreement, and neither the CorporationCompany nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. 7.3 Notwithstanding any other provision of the BoardPlan, this Agreement or any other agreement between the Compensation CommitteeCompany and the Participant, nor its to the extent this Award constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A, a Change of Control shall not constitute a settlement or their designees or agents shall be liable distribution event with respect to Executive or other person for actions, decisionsthe Award, or determinations made an event that otherwise changes the timing of settlement or distribution of the Award, unless the Change of Control also constitutes an event described in good faithSection 409A(a)(2)(v) of the Code and the regulations thereto. For the avoidance of doubt, this Section 7.3 shall have no bearing on whether the Award vests pursuant to the terms of the Plan or this Agreement or any agreement between the Company and the Participant.

Code Section 409A. Notwithstanding 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 Company that such benefits shallwill, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shallwill, to the extent practicable, be construed in accordance therewith. To the maximum extent permitted under Code Section 409A and its corresponding regulations, Severance Payments under this Agreement are intended to meet the requirements of the short-term deferral exemption under Code Section 409A and the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii). For purposes of the application of Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), each payment in a series of payments to the Executive will be deemed a separate payment. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall will not be permitted unless such deferrals are in compliance with or otherwise exempt from follow Code Section 409A. In the event that the Corporation 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” (as defined under Code Section 409A), any payment of that is deemed to be deferred compensation subject to under Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six (6) months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six-month six (6)-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during the six (6) months following his her separation from serviceservice that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to Executive during the seventh (7th) month following his 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, provisions or conditions be included in this Agreement, then such terms, provisions, provisions and conditions shallwill, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall will be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall will be deemed not to comply with Code Section 409A, then neither the CorporationCompany, the Board, STRM, the Compensation Committee, Committee nor its or their affiliates designees or agents shall will be liable to Executive any participant or other person for actions, decisions, decisions or determinations made in good faith.

Code Section 409A. Notwithstanding 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 It is the general intention intent that the Award shall be either exempt from or compliant with the requirements of Section 409A, and any successor Code, and related rules, regulations and interpretations, and the Corporation that such benefits shallAward shall be interpreted, construed and operated to reflect this intent. The Company reserves the right, to the extent practicablethe Company deems necessary or advisable in its sole discretion, comply withto unilaterally amend or modify this Agreement as may be necessary to ensure that the Award qualifies for the exemption from, or complies with the requirements of, Section 409A or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A if compliance is not practical; provided, however, that the Company makes no representation that the Award will be exempt from or will comply with Section 409A, and makes no undertaking to amend the Award to preclude Section 409A from applying to the Award or to ensure that the Award complies with Section 409A. Nothing in this Agreement shall provide a basis for any person to take any action against the Company or any of its affiliates based on matters covered by Section 409A, including the tax treatment of any amounts paid under this Award, and neither the Company nor any of its affiliates will have any liability under any circumstances to the Grantee or any other party if the Award, the delivery of shares of Stock upon vesting/payment of the Award or other payment or tax event hereunder that is intended to be exempt from, Code or compliant with, Section 409A, and this Agreement shall, to is not so exempt or compliant or for any action taken by the Administrator with respect thereto. To the extent practicablethat any portion of the Award is determined to constitute NQDC, the Award shall be construed subject to such additional rules and requirements as specified by the Administrator from time to time in accordance therewith. Deferrals of benefits distributable pursuant order 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 comply with or otherwise exempt from Code Section 409A. In this regard, if any portion of an Award that is NQDC and is payable upon a “separation from service” (within the event that meaning of Section 409A) and the Corporation (or a successor thereto) has any stock which Grantee is publicly traded on an established securities market or otherwise and Executive is determined to be then considered a “specified employee” (as defined under Code within the meaning of Section 409A), any payment then the Award shall be paid on the earlier of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service first business day following (or death, if earlier). To i) the extent that Executive becomes subject to expiration of the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during period after the six months following his Grantee’s separation from service, if anyor (ii) the Grantee’s death, 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” as defined under Code Section 409A if and but only to the extent required under Code Section 409A. Whenever payments under the Agreement are such delay is necessary to be made in installmentsprevent such payment from being subject to interest, each such installment shall be deemed penalties and/or additional tax imposed pursuant to be a separate payment for purposes of Code Section 409A. Further, (i) in settlement of any portion of the event Award that Code Section 409A requires that any special terms, provisions, is NQDC many not be accelerated or conditions be included in this Agreement, then such terms, provisions, and conditions shall, postponed except 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 permitted by 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 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.409A.

Code Section 409A. This Restricted Stock Unit is intended to be excepted from coverage under, or compliant with, the provisions of Section 409A of the Code, and the regulations and other guidance promulgated thereunder (“409A”). Notwithstanding the foregoing or any other provision in provisions of this Agreement or the Amended Plan to the contrary, if the Restricted Stock Unit is subject to the provisions of 409A (and not exempted therefrom), the provisions of this Agreement and the Amended Plan shall be administered, interpreted and construed in a manner necessary to comply with 409A (or disregarded to the extent that Code Section 409A is such provision cannot be so administered, interpreted or construed). If any payment or benefits hereunder may be deemed to apply constitute nonconforming deferred compensation subject to any benefit taxation under this Agreementthe provisions of 409A, it is the general intention Participant agrees that the Company may, without the consent of the Corporation that such benefits shallParticipant, modify this Agreement to the extent practicable, comply with, and in the manner the Company deems necessary or be exempt from, Code Section 409A, and this Agreement shall, advisable in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the extent practicable, be construed in accordance therewith. Deferrals meaning of 409A or to provide such payments or benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section complies with the provisions of 409A to apply shall such that they will not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executiveimposition of taxes and/or interest thereunder. If, at the time of the Participant’s separation from service (or deathwithin the meaning of 409A), if earlier). To (i) the extent Participant shall be a specified employee (within the meaning of 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that Executive becomes subject an amount payable hereunder constitutes deferred compensation (within the meaning of 409A) the settlement of which is required to be delayed pursuant to the six-month delay rule, all payments of deferred compensation subject rule set forth in 409A in order 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” avoid taxes or similar phrases will be interpreted in accordance with the term “separation from service” as defined penalties under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 Section 409A, then neither the CorporationCompany shall not settle such amount on the otherwise scheduled settlement date, but shall instead settle it, without interest, on the first business day of the month after such six-month period. Notwithstanding the foregoing, the BoardCompany makes no representation and/or warranties with respect to compliance with 409A, and the Compensation Committee, nor its or their designees or agents Participants recognizes and acknowledges that 409A could potentially impose upon the Participant certain taxes and/or interest charges for which the Participant is and shall be liable to Executive or other person for actions, decisions, or determinations made in good faithremain solely responsible.

Code Section 409A. Notwithstanding 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 Company that such benefits shallwill, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shallwill, 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 will not be permitted unless such deferrals are in compliance with or otherwise exempt from follow Code Section 409A. In the event that the Corporation 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” (as defined under Code Section 409A), any payment of that is deemed to be deferred compensation subject to under Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six (6) months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six-month six (6)-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during the six (6) months following his separation from serviceservice that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, provisions or conditions be included in this Agreement, then such terms, provisions, provisions and conditions shallwill, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall will be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall will be deemed not to comply with Code Section 409A, then neither the CorporationCompany, the Board, the Compensation Committee, Committee nor its or their designees or agents shall will be liable to Executive any participant or other person for actions, decisions, decisions or determinations made in good faith.

Code Section 409A. Notwithstanding 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 Payments made pursuant to this Agreement that are otherwise intended to be exempt from Code Section 409A in a manner that would cause or to otherwise comply with the provisions of Code Section 409A to apply the extent applicable. The Program and this Agreement shall not be permitted unless such deferrals administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are in compliance subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Director’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. In To the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined extent required to be a “specified employee” (as defined avoid accelerated taxation and/or tax penalties under Code Section 409A)409A and applicable guidance issued thereunder, any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may the Director shall not be made before deemed to have had a Termination unless the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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 Director has incurred a “separation from service” as defined under Code Section 409A in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Director’s Termination shall instead be paid on the first business day after the date that is six months following the Director’s Termination (or upon the Director’s death, if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for earlier). 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 shall409A, to the extent practicableapplicable, all payments provided hereunder shall be deemed treated as a right to a series of separate payments and each separately identified amount to which the Director is entitled under this Agreement shall be treated as a separate payment. Although this Agreement and the payments provided hereunder are intended to be made exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Director (or any other individual claiming a part benefit through the Director) for any tax, interest, or penalties the Director may owe as a result of compensation paid under this Agreement, and (ii) terms used in this Agreement the Company and its Subsidiaries shall be construed in accordance with have no obligation to indemnify or otherwise protect the Director from the obligation to pay any taxes pursuant to 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 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.409A.

Code Section 409A. Notwithstanding any other provision in (a) The intent of the parties is that payments and benefits under this Agreement to the contrary, if and to the extent that comply with Code Section 409A is deemed and, accordingly, to apply 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 benefit under additional tax, interest or penalty that may be imposed on Executive by Code Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, it is if the general intention of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined deemed on the Termination Date to be a “specified employee” (as defined within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “non-qualified deferred compensation subject to compensation” under Code Section 409A to be made to Executive upon payable on account of a “separation from service may service,” such payment or benefit shall not be made before or provided until the date that which is six months after Executive’s separation from service the earlier of (or death, if earlier). To i) the extent that Executive becomes subject to the six-month delay rule, all payments expiration of deferred compensation subject to Code Section 409A that would have been made to Executive during the six months following his separation (6)-month period measured 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 date of employment” or similar phrases will be interpreted in accordance with the term such “separation from service” as defined under Code Section 409A if of the Executive, and (ii) the date of the Executive’s death, to the extent required under Code Section 409A. Whenever Upon the expiration of the foregoing delay period, all payments under 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 Agreement are to be made in installments, each absence of such installment delay) shall be deemed paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be a separate 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. Further409A, (iA) in the event that Code Section 409A requires that any special terms, provisions, all such expenses or conditions other reimbursements hereunder shall be included in this Agreement, then such terms, provisions, and conditions shall, made on or prior to the extent practicablelast 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 deemed subject to be made a part of this Agreementliquidation or exchange for another benefit, and (iiC) terms used 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 construed treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) Notwithstanding any other provision of this Agreement to the contrary, in accordance with no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A if and be subject to the extent required. Further, in the event that this Agreement or offset by any benefit thereunder shall be deemed not to comply with other amount unless otherwise permitted by Code 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.409A.

Code Section 409A. Notwithstanding any other provision in The Committee shall to the extent applicable interpret and construe 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, with Code Section 409A, and this Agreement shall, to the extent practicable, required a Change in Control shall be construed limited to a Change in accordance therewith. Deferrals of benefits distributable pursuant to Control that complies with Code Section 409A. The Committee may interpret or amend this Agreement that are otherwise exempt from to comply with Code Section 409A in a manner that without the Participant’s consent even if such amendment 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 have an adverse effect on this Agreement. To the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined extent required under Code Section 409A), in the case of any payment Participant who is specified employee, a distribution on account of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that which is six months after Executivethe date of the Participant’s separation from service (or deathor, if earlier, the date of the Participant’s death). To For purposes of the foregoing and to the extent that Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to required by Code Section 409A that would have been made with respect 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 an Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term terms “separation from service” and “specified employee” all shall be defined in the same manner as those terms are defined under Code for purposes of Section 409A if of the Code, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that are applicable to the Agreement as determined by the Committee. Furthermore, to the extent required under Code Section 409A. Whenever payments 409A, none of the Company, the Committee or Board shall have any discretion otherwise provided in the Plan or herein to the extent such discretion is prohibited under Code Section 409A for compliance with Code Section 409A with respect to deferred compensation including, without limitation, any discretion to accelerate or substitute as permitted under the Plan or determine an event is or is not a Change in Control. Notwithstanding anything in this Agreement are or elsewhere to be made in installmentsthe contrary, each such installment a termination of employment shall not be deemed to be a separate payment have occurred for purposes of Code Section 409A. Further, (i) in any provision of this Agreement providing for the event payment of any amounts or benefits that Code constitute “non-qualified deferred compensation” within the meaning of Section 409A requires that upon or following a termination of Participant’s employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of 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 provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and (ii) terms used in the date of such separation from service shall be the date of termination for purposes of any such payment or benefits. Notwithstanding the foregoing, none of the Company, any Affiliate or any officer, director, employee, shareholder or any agent of any of them guarantees or is responsible for the tax consequences to the Participant with respect to this Agreement shall be construed in accordance with under the Plan and the administration of the Plan, including without limitation, any excise or penalty tax or interest under Code Section 409A if and 409A. Participant is advised to the extent required. Further, in the event that consult Participant’s tax advisor with respect to this Agreement or and the tax consequences of this Agreement and 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 liable to Executive or other person for actions, decisions, or determinations made in good faithpayments hereunder.

Code Section 409A. This Award and Agreement are intended to comply with Code Section 409A or an exemption therefrom and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Code Section 409A. Notwithstanding any other provision in this Agreement to of 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, any distributions 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 payments due hereunder that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to may only be made upon an event and in a manner permitted by Code Section 409A. “Termination of employment” or words of similar import used in this Agreement shall mean, with respect to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six-month delay rule, all any payments of deferred compensation subject to Code Section 409A that would have been made to Executive during the six months following his separation from service409A, 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 a “separation from service” as defined in Code Section 409A. Each payment of compensation under this Agreement, including installment payments, shall be treated as a separate payment of compensation for purposes of applying Code Section 409A. Except as provided in Section 6 of this Agreement or as otherwise permitted under Code Section 409A if and to 409A, Grantee may not, directly or indirectly, designate the calendar year of settlement, distribution or payment. To the extent required under that an Award is or becomes subject to Code Section 409A. Whenever payments under 409A and Grantee is a Specified Employee (within the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes meaning of Code Section 409A. Further409A) who becomes entitled to a distribution on account of a separation from service, no payment shall be made before the date which is six (i6) in months after the event that Code Section 409A requires that any special termsdate of the Grantee's separation from service or, provisionsif earlier, or conditions be included in this Agreement, then such terms, provisionsthe date of Grantee’s death (the “Delayed Payment Date”), and conditions shallthe accumulated amounts shall be distributed or paid in a lump sum payment on the Delayed Payment Date. Notwithstanding the foregoing, to the extent practicable, be deemed to be made a part of this Agreement, Company makes no representations that the payments and (ii) terms used in benefits provided under this Agreement shall be construed in accordance comply with Code Section 409A if and to the extent required. Further, in the event that this Agreement shall not be liable for all or any benefit thereunder shall taxes, penalties, interest or other expenses that may be deemed not to comply incurred by the Grantee on account of non-compliance with Code 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.409A.

Code Section 409A. Notwithstanding 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 Payments made pursuant to this Agreement that are otherwise intended to be exempt from Code Section 409A in a manner that would cause or to otherwise comply with the provisions of Code Section 409A to apply the extent applicable. The Program and this Agreement shall not be permitted unless such deferrals administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are in compliance subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Director’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. In To the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined extent required to be a “specified employee” (as defined avoid accelerated taxation and/or tax penalties under Code Section 409A)409A and applicable guidance issued thereunder, any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may the Director shall not be made before deemed to have had a Termination unless the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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 Director has incurred a “separation from service” as defined under Code Section 409A in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Director’s Termination shall instead be paid on the first business day after the date that is six (6) months following the Director’s Termination (or upon the Director’s death, if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for earlier). 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 shall409A, to the extent practicableapplicable, all payments provided hereunder shall be deemed treated as a right to a series of separate payments and each separately identified amount to which the Director is entitled under this Agreement shall be treated as a separate payment. Although this Agreement and the payments provided hereunder are intended to be made exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Director (or any other individual claiming a part benefit through the Director) for any tax, interest, or penalties the Director may owe as a result of compensation paid under this Agreement, and (ii) terms used in this Agreement the Company and its Subsidiaries shall be construed in accordance with have no obligation to indemnify or otherwise protect the Director from the obligation to pay any taxes pursuant to 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 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.409A.

Code Section 409A. Notwithstanding any other provision in this Agreement to If the contrary, if and to the extent that Code Section 409A Employee is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986 (as defined under Code Section 409Aamended the “Code”), then any payment amounts payable to the Employee under this Section 4 during the first six months and one day following the date of termination that constitute nonqualified deferred compensation subject to Code within the meaning of Section 409A to be made to Executive upon a separation from service may of the Code (as determined by the Company in its sole discretion) shall not be made before paid until the date that is six months after Executive’s separation from service and one day following such termination to the extent necessary to avoid adverse tax consequences under Section 409A of the Code, and, if such payments are required to be so deferred, the first payment shall be in an amount equal to the total amount to which the Employee would otherwise have been entitled to during the period following the date of termination if such deferral had not been required. Furthermore, this Agreement is intended to comply with Section 409A of the Code (or death, if earlierany regulations or rulings thereunder). 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 shall 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 construed and interpreted in accordance with such intent. Notwithstanding anything to the term contrary in this Agreement, the Company, in the exercise of its sole discretion and without the consent of the Employee, may amend or modify this Agreement in any manner in order to meet the requirements of Section 409A of the Code as amplified by any Internal Revenue Service or U.S. Treasury Department guidance. Any provision of this Agreement that would cause the payment of any benefit to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment shall be retroactive to the extent permitted by the Code or any regulations or rulings thereunder). Specifically but without limiting the foregoing, payment under Section 1.2 shall be made only in the event that the termination of employment constitutes a “separation from service” as defined under within the meaning of Section 409A(a)(2)(A)(i) of the Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires the Company determines that a “separation from service” has not occurred, 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 payment due hereunder 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 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 faithdeferred until such time as a “separation from service” has occurred.

Code Section 409A. (a) To the extent applicable, this Agreement shall be interpreted in accordance with Internal Revenue Code Section 409A, together with Department of Treasury regulations and other official guidance promulgated thereunder (“Section 409A”). Notwithstanding any other provision in of this Agreement to the contrary, if the Corporation determines that any compensation or benefits payable under this Agreement may not be either compliant with or exempt from Section 409A, the Corporation may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take such other actions, that the Corporation determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A; provided, however, that (A) no such action shall be taken without the Restricted Stockholder’s written consent to the extent that Code any such action would adversely affect such the Restricted Stockholder’s rights hereunder, and (ii) this Section 409A is deemed to apply to 3.11(a) shall not create any benefit under this Agreement, it is obligation on the general intention part of the Corporation that or any of its affiliates to adopt any such benefits shallamendment, policy or procedure or take any such other action, nor shall the Corporation or any of its affiliates have any liability for failing to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, do so. (b) Any right to the extent practicable, be construed in accordance therewith. Deferrals a series of benefits distributable installment payments pursuant to this Agreement that are is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise exempt from Code Section 409A in a manner that would cause Code shall not be deemed “nonqualified deferred compensation” subject to Section 409A to apply shall not be permitted unless such deferrals are the extent provided in compliance with the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or otherwise exempt from Code any other applicable exception or provision of Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment All payments of nonqualified deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service termination of employment under this Agreement may not only be made before upon the date that is six months after ExecutiveRestricted Stockholder’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” as defined under Code from the Corporation (within the meaning of Section 409A if and 409A). (c) Notwithstanding anything to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, or conditions be included contrary in this Agreement, then such terms, provisions, and conditions shall, no amounts shall be paid to Restricted Stockholder [or Contractor] under this Agreement during the six-month period following Restricted Stockholder’s “separation from service” (within the meaning of Section 409A) to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used that paying such amounts at the time or times indicated in this Agreement shall would result in a prohibited distribution under Section 409A(a)(2)(b)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period (or such earlier date upon which such amount can be construed in accordance with Code paid under Section 409A if and without resulting in a prohibited distribution, including as a result of the Restricted Stockholder’s death), the Restricted Stockholder shall receive payment of a lump-sum amount equal to the extent required. Further, in cumulative amount that would have otherwise been payable to the event that this Agreement 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 liable to Executive or other person for actions, decisions, or determinations made in good faithRestricted Stockholder during such six-month period without interest thereon.

Code Section 409A. Notwithstanding any other provision in (a) The Parties intend that all provisions of this Agreement to and 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, payments made pursuant thereto will comply with, or be exempt from, the application of Code Section 409A and the regulations and other guidance thereunder, and all provisions of this Agreement will be construed to the maximum extent possible, in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. This Agreement may be amended to the extent necessary (including retroactively) by the Employer, without Executive’s consent, to avoid the application of taxes or interest under Code Section 409A, and while maintaining to the maximum extent practicable the original intent of this Agreement, provided that the Employer is under no obligation to amend this Agreement shallfor purposes of Code Section 409A. If it is determined that any payments or benefits due hereunder upon Executive’s termination of employment are subject to Code Section 409A, to no such payments or benefits shall be payable unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. To the extent practicableany reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Section 16 shall not be construed in accordance therewith. Deferrals as a guarantee of any particular tax effect for Executive’s benefits distributable pursuant to under this Agreement and the Employer does not guarantee that are otherwise exempt from any such benefits will satisfy the provisions of Code Section 409A in a manner that would cause or any other provision of the Code. For purposes of Code Section 409A 409A, each payment hereunder and any installment payments shall be deemed separate payments. (b) Notwithstanding any provision of this Agreement 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 contrary, if Executive is determined to be a “specified employee” (as defined in Code Section 409A) as of the Termination Date, then the six (6)-month payment delay rule under Code Section 409A)409A shall apply as set forth therein, any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six-month delay rule, all applicable. All delayed 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 shall be accumulated and paid to Executive during in a lump-sum payment as of the first day of the seventh month following his separation from servicethe Termination Date (or, and any remaining payments if earlier, as of Executive’s death). Any portion of the benefits hereunder that were not otherwise due will to be made in their ordinary course as described in this Agreement. For paid during the purposes herein, six (6)-month period following the phrase “termination of employment” or similar phrases will Termination Date shall be interpreted paid to Executive in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 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 faithschedule established herein.

Code Section 409A. The intent of the parties is that payments (including settlements) and benefits under the Agreement are exempt from or comply with Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted and be administered to be in exempt from or compliance therewith. Notwithstanding any other provision in this Agreement anything contained herein to the contrary, if to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, the Grantee shall not be considered to have separated from service with the Company for purposes of the Agreement and no payment shall be due to the Grantee under the Agreement on account of a separation from service until the Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. Any payments described in the Agreement that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless Applicable Law requires otherwise. Notwithstanding anything to the contrary in the Agreement, to the extent that 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 amounts are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive payable upon a separation from service may not and such payment would result in accelerated taxation and/or tax penalties under Section 409A, such payment, under the Agreement or any other agreement of the Company, shall be made before on the first business day after the date that is six (6) months after Executive’s following such 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are Each amount to be made in installments, each such installment shall be deemed paid or benefit to be a 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 provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A. The Company makes no representation that any or all of the payments described in accordance the Agreement will be exempt from or comply with Code Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. For purposes of making a payment under the Agreement, if and any amount is payable as a result of a Change of Control, then to the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not required to comply with Code avoid accelerated taxation and/or tax penalties under 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 faithsuch event must also constitute a 409A CIC.

Code Section 409A. Notwithstanding In view of uncertainty surrounding the recently enacted Section 409A of the Code, the Company believes that the Units may constitute “deferred compensation” within the meaning of Section 409A of the Code, and it is the intention and belief of Mattel that the Units comply in all respects with Section 409A of the Code. If Mattel determines after the Grant Date that an amendment to this Grant Agreement is necessary or advisable to ensure the foregoing, it may make such amendment, effective as of the Grant Date or at any other provision in this Agreement to later date, without the contrary, if and consent of the Holder. Consistent with the aim of compliance with Section 409A to the extent that Code Section 409A is deemed to apply applicable: i. The Settlement Date with respect to any benefit under this Agreement, it is Unit shall be the general intention first to occur of (i) the Corporation that scheduled vesting date of such benefits shall, Unit pursuant to the extent practicablefirst sentence of Section 3, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to (ii) (x) if 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 Holder is not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code within the meaning of Section 409A(a)(2)(B)(i) of the Code) (a “Specified Employee”) or if the Units are not subject to Section 409A), any payment the date of deferred compensation the Holder’s Severance, or (y) if the Holder is a Specified Employee and the Units are subject to Code Section 409A to be made to Executive upon a separation from service may not be made before 409A, the date that which is six months after Executivethe date of such Severance, (iii) the date of the Holder’s separation from service (or death, (iv) the date of the Holder’s Disability (but, if earlier). To the extent that Executive becomes Units are subject to Section 409A, only if such Disability qualifies the six-month delay ruleHolder as “disabled” with the meaning of Section 409A(a)(2)(A)(ii) of the Code), all payments and (v) the date of deferred compensation a Change in Control (but, if the Units are subject to Code Section 409A that would have been made to Executive during the six months following his separation from service409A, only 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 such Change in their ordinary course Control qualifies as an event described in this AgreementSection 409A(a)(2)(A)(v) of the Code and the regulations thereunder). ii. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in 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, the Units are subject 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 Section 409A, then neither and there occurs a Change in Control that does not qualify as an event described in Section 409A(a)(2)(A)(v) of the CorporationCode and the regulations thereunder, the Board, the Compensation Committee, nor its or their designees or agents amount that shall be liable provided on the applicable Settlement Date (if such Settlement Date occurs following such Change in Control) in settlement of any Unit that vested as a result of such Change in Control shall be a cash amount that equals the Fair Market Value of a share of Common Stock as of the date of such Change in Control, plus interest thereon through the Settlement Date at the federal funds rate (as reported in the Wall Street Journal or any other information source reasonably selected by the Committee), compounded daily. iii. If the Units are subject to Executive Section 409A, under no circumstances may this Grant Agreement be amended or other person for actions, decisions, or determinations made terminated in good faith.a manner that violates Section 409A.

Code Section 409A. (a) The payments under this Agreement are intended to either comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time (“Code Section 409A”), including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and will be administered, construed, and interpreted in accordance with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Code Section 409A, then the Company shall use its reasonable efforts to modify such provision to the extent and in the manner necessary to be in compliance with (or to satisfy an exemption from) such requirements of the Code Section 409A and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payments for purposes of Code Section 409A and Treas. Reg. §1.409A-2(b)(2)(iii) (or any similar or successor provisions). Notwithstanding any other provision anything in this Agreement to the contrary, if and to the extent that Code Section 409A Employee is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be considered a “specified employee” (as defined in Code Section 409A and Treas. Reg. §1.409A-1(c)(i) or any similar or successor provision) and would be entitled to a payment during the six (6)-month period beginning on (and as a result of) the Termination Date that is not otherwise excluded under Code Section 409A)409A under the exception for short-term deferrals, separation pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exception, the payment will be subject to the Six-Month Delay. The Company does not guarantee that any payments made in connection with the Agreement will satisfy all applicable provisions of Code Section 409A. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation compensation” subject to Code Section 409A 409A, references to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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” ”, “termination”, or words and phrases of similar phrases will import, shall be interpreted in accordance with the term deemed to refer to Employee’s “separation from service” as defined under in Code Section 409A if 409A, and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be interpreted and applied in a separate payment for purposes manner that is consistent with the requirements of Code Section 409A. Further, 409A. (ib) in Notwithstanding anything to the event that Code Section 409A requires that any special terms, provisions, or conditions be included contrary in this Agreement, then such terms, provisions, any payment or benefit under this Agreement or otherwise that is exempt from Code Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and conditions shall, in-kind benefits) shall be paid or provided to Employee only to the extent practicablethat the expenses are not incurred, be deemed or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Employee’s “separation from service” occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which Employee’s “separation from service” occurs. To the extent any indemnification payment, expense reimbursement, or the provision of any in-kind benefit is determined to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with subject to Code Section 409A if (and not exempt pursuant to the extent required. Furtherprior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the event that this Agreement indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in 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 liable to Executive other calendar year (except for any lifetime or other person aggregate limitation applicable to medical expenses), and in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar year following the calendar year in which Employee incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for actions, decisions, or determinations made in good faithanother benefit.

Code Section 409A. Notwithstanding any other provision in this This Agreement is intended to be exempt from the contraryrequirements of Section 409A(a)(2), if (3) and to (4) of the Code, including current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly. To the extent that Code Section 409A is deemed such potential payments or benefits could become subject to apply to any benefit additional tax 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 the parties shall cooperate to amend this Agreement shall, to with the extent practicable, be construed in accordance therewith. Deferrals goal of giving Executive the economic benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A described herein in a manner that would cause Code Section 409A to apply shall does not be permitted unless result in 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 tax being imposed and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject close as possible to the six-month delay rule, all payments timing of deferred compensation subject such benefits proscribed herein. Each payment or benefit made pursuant 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 11(a) of 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. FurtherIn addition, (ipayments or benefits pursuant to Section 11(a) in shall be exempt from the event that requirements of Code Section 409A requires 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 any special terms, provisions, or conditions may be included in this Agreement, then such terms, provisionsapplicable, 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 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 herein to the contrary, if Executive is considered a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) as of the Termination Date, then no payments of deferred compensation subject to Code Section 409A and payable due to Executive’s separation from service shall be made under this Agreement before the first business day that is six (6) months after the Termination Date (or upon Executive’s death, if earlier) (the “Specified Period”). Any deferred compensation payments that would otherwise be required to be made to Executive during the Specified Period will be accumulated by the Company and paid to Executive on the first day after the end of the Specified Period. The foregoing restriction on the payment of amounts to Executive during the Specified Period will not apply to the payment of employment taxes. In the event that the interpretation or requirements of Code Section 409A change during the Term, the parties agree to amend this Agreement, only as necessary, to comply with any such change, if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not to comply with such an amendment is permitted by Code 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.409A.

Code Section 409A. The provisions in this Section 7 shall apply if the Participant is subject to taxation in the United States. 7.1 To the extent the Performance RSUs constitute "nonqualified deferred compensation" that is subject to Code Section 409A ("NQ Deferred Compensation"), any Performance RSUs that are payable upon or with reference to the date that the Participant’s Active Service terminates (i) shall not be paid unless the Participant experiences a "separation from service" within the meaning of Code Section 409A and (ii) if the Participant is a "specified employee" within the meaning of Code Section 409A on the date of the Participant’s separation from service, then the Performance RSUs shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 7.2 This Award and payments made pursuant to this Agreement and the Plan are intended to qualify for an exemption from or comply with Code Section 409A. Notwithstanding any other provision in this Agreement to and the contraryPlan, 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 shallCompany, to the extent practicableit deems necessary or advisable in its sole discretion, comply withreserves the right, 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 but shall not be permitted unless such deferrals are in compliance with required, to unilaterally amend or otherwise exempt from Code Section 409A. In modify this Agreement and/or the event Plan so 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” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject Performance RSUs granted 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 Participant qualify for exemption 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 Section 409A; provided, however, that the Company makes no representations that the Performance RSUs shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Performance RSUs. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the Company based on matters covered by Code Section 409A, including the tax treatment of any amount paid or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. 7.3 If the vesting of the Performance RSUs is accelerated in connection with a Change of Control, the Performance RSUs are considered NQ Deferred Compensation, and the Change of Control does not constitute a "change in control event," within the meaning of the U.S. Treasury Regulations, then neither the Corporationcash equivalent of the Performance RSUs as of the date of the Change in Control shall be paid on the earliest of the applicable Vesting Date, the Board, date of the Compensation Committee, nor its Participant’s death or their designees or agents shall be liable the date the Participant’s Active Status terminates due to Executive or other person for actions, decisions, or determinations made in good faithDisability.

Code Section 409A. Notwithstanding any other provision in (a) It is intended that the payments and benefits provided under this Agreement to shall be exempt from or comply with 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 application of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, requirements of Code Section 409A, and this Agreement shall, to the extent practicable, shall be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A and administered in a manner that would cause affects such intent. (b) For purposes of 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 409A, each payment made under this Agreement is publicly traded on an established securities market or otherwise and Executive is determined intended to be a separate payment. Any taxable benefits or payments provided under the Agreement are intended to qualify for the “specified employeeshort-term deferral” (as defined under Code Section 409A), any payment of deferred compensation subject exception to Code Section 409A to be made the maximum extent possible, and to Executive upon a the extent they do not so qualify, are intended to qualify for the separation from service may not be made before (severance) pay exceptions to Code Section 409A, to the date that is six months after Executive’s separation from service (or death, if earlier)maximum extent possible. To the extent that Executive becomes subject none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the six-month delay rulecontrary, 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 Section 409A, if ▇▇. ▇▇▇▇ is a “specified employee,” as determined by the Company in accordance with Code Section 409A, as of the Separation Date, then neither all amounts due under the CorporationAgreement that constitute a “deferral of compensation” within the meaning of Code Section 409A, that are provided as a result of a “separation from service” within the meaning of Code Section 409A, and that would otherwise be paid or provided during the first six months following the Separation Date, shall be accumulated through and paid or provided on the first business day that is more than six months after the date of the Separation Date (or, if the ▇▇. ▇▇▇▇ dies during such six-month period, within 90 days after ▇▇. ▇▇▇▇’▇ death). In no event shall ▇▇. ▇▇▇▇ be permitted, directly or indirectly, to designate the taxable year of payment. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A: (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; and (iii) such payments shall be made on or before the last day of the calendar year following the calendar year in which the expense occurred, or such earlier date as required hereunder. The payments and benefits provided under the Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax, interest, penalties or other monetary amounts under Code Section 409A upon ▇▇. ▇▇▇▇. Although the Company will use its best efforts to avoid the imposition of taxation, interest, penalties or other monetary amounts under Section 409A of the Code, the Board, tax treatment of the Compensation Committee, nor its benefits provided under the Agreement is not warranted or guaranteed. None of the Ecovyst Companies or their designees respective directors, officers, executives or agents advisers shall be held liable to Executive for any taxes, interest, penalties or other person for actions, decisions, monetary amounts owed by ▇▇. ▇▇▇▇ (or determinations made in good faithany other individual claiming a benefit through ▇▇. ▇▇▇▇) as a result of the Agreement.

Code Section 409A. Notwithstanding any other provision in this the Agreement to the contrary, if and to the extent that Section 409A of the Internal Revenue Code of 1986 (“Code Section 409A 409A”), as amended, is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation Bank that such benefits shall, to the extent practicable, comply with, or be exempt from, . Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation Bank (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to the Executive during the six months following his separation from serviceservice that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to the 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, provisions or conditions be included in this Agreement, then such terms, provisions, 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 hereunder shall be deemed not to comply with Code Section 409A, then neither the CorporationBank, the Board, the Compensation Committee, Committee nor its or their designees or agents shall be liable to Executive any participant or other person for actions, decisions, decisions or determinations made in good faith.

Code Section 409A. (a) The provisions of this Agreement will be administered, interpreted and construed in a manner intended to comply with Section 409A of the Code of 1986, as amended (“Section 409A”), the regulations issued thereunder or any exception thereto (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). If the Company determines in good faith that any amounts to be paid to Employee under this Agreement are subject to Section 409A, then the Company may, to the extent necessary, adjust the form and/or the timing of such payments as determined to be necessary or advisable to be in compliance with Section 409A. If any payment must be delayed to comply with Section 409A, then the deferred payment will be paid at the earliest practicable date permitted by Section 409A. Notwithstanding any other provision in of this Agreement agreement to the contrary, if Employee acknowledges and agrees that the Company shall not be liable for, and nothing provided or contained in this agreement will be construed to obligate or cause the Company to be liable for, any tax, interest penalties imposed on Employee related to or arising with respect to any violation of Section 409A. (b) For purposes of Section 409A, each severance payment, including each individual installment payment, shall be treated as a separate payment. Each payment is intended to be excepted from Section 409A to the maximum extent provided under Section 409A as follows: (i) each payment that is scheduled to be made following the termination of Employee’s employment and within the applicable 2 1/2 month period specified in Treas. Reg. § l.409A-l(b)(4) is intended to be excepted under the short-term deferral exception as specified in Treas. Reg. § l.409A-1 (b)(4); and (ii) to the extent possible, payments are made as a result of an involuntary separation, each payment that Code Section 409A is deemed not otherwise excepted under the short-tem1 deferral exception is intended to apply be excepted under the involuntary separation pay exception as specified in Treas. Reg. § l.409A-l(b)(9)(iii). Employee shall have no right to designate the date of any benefit under payment hereunder. (c) For purposes of this Agreement, it is Employee will be considered to have experienced a termination of employment only if Employee has separated from service with the general intention Company and all of its controlled group members within the meaning of Section 409A. For purposes hereof, the determination of controlled group members shall be made pursuant to the provisions of Section 41 4(b) and 414(c) of the Corporation Code; provided that such benefits shallthe language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Section l563(a)(l), to (2) and (3) of the Code and Treas. Reg.§ l.414(c)-2. Whether Employee has separated from service will be determined based on all of the facts and circumstances and in accordance with the guidance issued under Section 409A. (d) To the extent practicableEmployee is entitled to taxable reimbursements, comply with, or such reimbursements shall be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed made only in accordance therewith. Deferrals with the following conditions: the reimbursements shall be made on or before the last day of benefits distributable pursuant Employee’s taxable year following the taxable year in which the expense was incurred; the amount of reimbursements in one taxable year will not affect the amount of reimbursement available in another taxable year; and the right to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply reimbursements shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (liquidation or death, if earlier)exchange for another benefit. To the extent that Executive becomes subject the Company provides taxable fringe benefits 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 hereinEmployee, the phrase “termination Company shall annually impute the value of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and such benefits to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 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 faithEmployee.

Code Section 409A. The Performance Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement to or the contraryPlan, if and the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Performance Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Performance Stock Units shall be exempt from or comply with Code Section 409A is deemed and makes no undertaking to apply preclude Code Section 409A from applying to the Performance Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any benefit person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, it is and neither the general intention Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the Corporation that such benefits shall, to the extent practicable, comply with, or be short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and this Agreement shall, to if the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Participant is a “Specified Employee” (within the meaning set forth 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 409A(a)(2)(B)(i)) as of the event that date of 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” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a Participant’s separation from service may (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first 3 Could be Threshold or Target (if there is no Threshold level). six months thereafter will not be made before on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to date of 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 with 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 balance of the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted shares issued thereafter in accordance with the term “separation from service” as defined under Code Section 409A if original vesting and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, or conditions be included issuance schedule set forth in this Agreement, then but if and only if such terms, provisions, and conditions shall, delay in the issuance of the shares is necessary to avoid the extent practicable, be deemed to be made a part imposition of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with taxation under 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 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.409A.

Code Section 409A. The provisions in this Section 7 shall apply if the Participant is subject to taxation in the United States. 7.1 To the extent the Performance RSUs constitute “nonqualified deferred compensation” that is subject to Code Section 409A (“NQ Deferred Compensation”), any Performance RSUs that are payable upon or with reference to the date that the Participant’s Active Service terminates (i) shall not be paid unless the Participant experiences a “separation from service” within the meaning of Code Section 409A and (ii) if the Participant is a “specified employee” within the meaning of Code Section 409A on the date of the Participant’s separation from service, then the Performance RSUs shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 7.2 This Award and payments made pursuant to this Agreement and the Plan are intended to qualify for an exemption from or comply with Code Section 409A. Notwithstanding any other provision in this Agreement to and the contraryPlan, 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 shallCompany, to the extent practicableit deems necessary or advisable in its sole discretion, comply withreserves the right, 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 but shall not be permitted unless such deferrals are in compliance with required, to unilaterally amend or otherwise exempt from Code Section 409A. In modify this Agreement and/or the event Plan so 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” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject Performance RSUs granted 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 Participant qualify for exemption 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 Section 409A; provided, then however, that the Company makes no representations that the Performance RSUs shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Performance RSUs. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the Company based on matters covered by Code Section 409A, including the tax treatment of any amount paid or Award made under this Agreement, and neither the CorporationCompany nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, the Board, the Compensation Committee, nor its penalties or their designees interest imposed under Code Section 409A for any amounts paid or agents shall be liable to Executive or other person for actions, decisions, or determinations made in good faithpayable under this Agreement.

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 any other provision in this Agreement anything contained herein to the contrary, if the Participant shall not be considered to have terminated employment with the Corporation for purposes of any payments under this Award Agreement which are subject to Section 409A of the Code until the Participant has incurred a “separation from service” from the Corporation within the meaning of Section 409A of the Code. Each amount to be paid or benefit to 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 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 shallcontrary, to the extent practicablerequired in order to avoid an accelerated or additional tax under Section 409A of the Code, comply with, or amounts that would otherwise be exempt from, Code Section 409A, payable and this Agreement shall, to the extent practicable, benefits that would otherwise be construed in accordance therewith. Deferrals of benefits distributable provided pursuant to this Award 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 during the event that six-month period immediately following 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” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a Participant’s separation from service may not shall instead be made before paid on the first business day after the date that is six months after Executivefollowing the Participant’s separation from service (or deathor, if earlier, the Participant’s date of death). To the extent that Executive becomes subject required to the six-month delay rule, all payments of deferred compensation subject to Code avoid an accelerated or additional tax under Section 409A that would have been made to Executive during of 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. FurtherCode, (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, amounts reimbursable to the extent practicable, Participant shall be deemed paid to be made a part the Participant on or before the last day of this Agreementthe year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Participant) during one year may not affect amounts reimbursable or provided in any subsequent year, and (ii) terms used in any tax gross-up payments (and related reimbursements) payable to the Participant under this Award Agreement shall be construed paid no later than the end of the calendar year following the year in accordance which the tax resulting in the gross-up is paid. The Corporation makes no representation that any or all of the payments described in this Award Agreement will be exempt from or comply with Code Section 409A if of the Code and makes no undertaking to preclude Section 409A of the extent required. Further, in the event that this Agreement or Code from applying to 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 liable to Executive or other person for actions, decisions, or determinations made in good faithsuch payment.

Code Section 409A. Notwithstanding 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 Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 Section 409A, then neither the Corporation, the Board, the Compensation Committee, nor its or their designees or agents shall be liable to Executive or any other person for actions, decisions, or determinations made in good faith.

Code Section 409A. Notwithstanding 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 Company that such benefits shallwill, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shallwill, to the extent practicable, be construed in accordance therewith. To the maximum extent permitted under Code Section 409A and its corresponding regulations, Severance Payments under this Agreement are intended to meet the requirements of the short-term deferral exemption under Code Section 409A and the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii). For purposes of the application of Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), each payment in a series of payments to the Executive will be deemed a separate payment. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall will not be permitted unless such deferrals are in compliance with or otherwise exempt from follow Code Section 409A. In the event that the Corporation 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” (as defined under Code Section 409A), any payment of that is deemed to be deferred compensation subject to under Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six (6) months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six-month six (6)-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during the six (6) months following his her separation from serviceservice that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, provisions or conditions be included in this Agreement, then such terms, provisions, provisions and conditions shallwill, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall will be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall will be deemed not to comply with Code Section 409A, then neither the CorporationCompany, the Board, STRM, the Compensation Committee, Committee nor its or their affiliates designees or agents shall will be liable to Executive any participant or other person for actions, decisions, decisions or determinations made in good faith.

Code Section 409A. (a) The provisions of this Agreement will be administered, interpreted and construed in a manner intended to comply with Section 409A of the Code of 1986, as amended (“Section 409A”), the regulations issued thereunder or any exception thereto (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). If the Company determines in good faith that any amounts to be paid to Employee under this Agreement are subject to Section 409A, then the Company may, to the extent necessary, adjust the form and/or the timing of such payments as determined to be necessary or advisable to be in compliance with Section 409A. If any payment must be delayed to comply with Section 409A, then the deferred payment will be paid at the earliest practicable date permitted by Section 409A. Notwithstanding any other provision in of this Agreement agreement to the contrary, if Employee acknowledges and agrees that the Company shall not be liable for, and nothing provided or contained in this agreement will be construed to obligate or cause the Company to be liable for, any tax, interest or penalties imposed on Employee related to or arising with respect to any violation of Section 409A. (b) For purposes of Section 409A, each severance payment, including each individual installment payment, shall be treated as a separate payment. Each payment is intended to be excepted from Section 409A to the maximum extent provided under Section 409A as follows: (i) each payment that is scheduled to be made following the termination of Employee’s employment and within the applicable 2 1/2 month period specified in Treas. Reg. § l.409A-l(b)(4) is intended to be excepted under the short-term deferral exception as specified in Treas. Reg. § l.409A-l (b)(4); and (ii) to the extent possible, payments are made as a result of an involuntary separation, each payment that Code Section 409A is deemed not otherwise excepted under the short-term deferral exception is intended to apply be excepted under the involuntary separation pay exception as specified in Treas. Reg. § l.409A-l(b)(9)(iii). Employee shall have no right to designate the date of any benefit under payment hereunder. (c) For purposes of this Agreement, it is Employee will be considered to have experienced a termination of employment only if Employee has separated from service with the general intention Company and all of its controlled group members within the meaning of Section 409A. For purposes hereof, the determination of controlled group members shall be made pursuant to the provisions of Section 4l 4(b) and 414(c) of the Corporation Code; provided that such benefits shallthe language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Section 1563(a)(l), to (2) and (3) of the Code and Treas. Reg. § l.414(c)-2. Whether Employee has separated from service will be determined based on all of the facts and circumstances and in accordance with the guidance issued under Section 409A. (d) To the extent practicableEmployee is entitled to taxable reimbursements, comply with, or such reimbursements shall be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed made only in accordance therewith. Deferrals with the following conditions: the reimbursements shall be made on or before the last day of benefits distributable pursuant Employee’s taxable year following the taxable year in which the expense was incurred; the amount of reimbursements in one taxable year will not affect the amount of reimbursement available in another taxable year; and the right to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply reimbursements shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (liquidation or death, if earlier)exchange for another benefit. To the extent that Executive becomes subject the Company provides taxable fringe benefits 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 hereinEmployee, the phrase “termination Company shall annually impute the value of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and such benefits to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 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 faithEmployee.

Code Section 409A. Notwithstanding any other provision in this This Agreement is intended to comply with the contraryprovisions of ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code and the rules and regulations promulgated thereunder (collectively, 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 and the Program shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to To the extent there is any ambiguity in this Agreement that are otherwise exempt from as to its compliance with Code Section 409A in a manner that would cause 409A, this Agreement shall be read to conform with the requirements of Code Section 409A 409A, and the Company may, in its sole discretion, amend or replace this Agreement to apply shall not be permitted unless such deferrals are in compliance cause this Agreement to comply with or otherwise exempt from Code Section 409A. In Neither the event that Company nor Participant shall have the Corporation (right to accelerate or a successor thereto) has defer the delivery of any stock which is publicly traded on an established securities market consideration provided under this Agreement except to the extent specifically permitted or otherwise and Executive is determined to be a “specified employee” (as defined under required by Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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 409A. Terms defined in this Agreement. For Agreement and the purposes herein, Program shall have the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined meanings given such terms under Code Section 409A if and to the extent required under to comply with Code Section 409A. Whenever In any event, the Company makes no representations or warranty and shall have no liability to Participant or any other person if any provisions of or payments under the this Agreement are determined to be constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section. In the event a payment under this Agreement is made in installmentswithin six (6) months following the date of Participant’s separation from service (within the meaning of Code Section 409A), each such installment the following additional payment timing rule shall be deemed apply: (i) if Participant is determined by the Company to be a separate payment for purposes “specified employee” (within the meaning of Code Section 409A. Further409A, (i) in determined using 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, identification methodology selected by the Company from time to the extent practicable, be deemed to be made a part of this Agreementtime), and (ii) terms used the Company shall make a good faith determination that an amount payable to Participant hereunder constitutes deferred compensation (within the meaning of Code Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in this Agreement shall be construed in accordance with Code Section 409A if and in order to the extent required. Further, in the event that this Agreement avoid taxes or any benefit thereunder shall be deemed not to comply with penalties under Code Section 409A, then neither nothing in this Agreement shall require the CorporationCompany to pay or authorize payment of such amount on the otherwise scheduled payment date pursuant to this Agreement but the Company shall instead pay it or authorize payment without interest, on the Board, the Compensation Committee, nor its or their designees or agents shall be liable to Executive or other person for actions, decisionsfirst business day after such six-month period, or determinations made in good faithif earlier, upon the Participant’s death.

Code Section 409A. Notwithstanding any other provision in (a) It is the intent of the parties that the provisions of this Agreement to the contrary, if and to the extent that Code comply with 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 Code and the extent practicable, comply with, or be exempt from, Code Treasury regulations and guidance issued thereunder ("Section 409A, ") and that this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals interpreted and operated consistent with such requirements of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code order to avoid the application of additive income taxes under Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section "409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlierPenalties"). To the extent that Executive becomes a payment, or the settlement or deferral thereof, is subject to Section 409A, except as Employee and Company otherwise determine in writing, the payment shall be paid, settled or deferred in a manner that will meet the requirements of Section 409A, such that the payment, settlement or deferral shall not be subject to the six-month delay rule, all payments of deferred compensation 409A Penalties. Any benefit 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 becomes due will be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “because of termination of employment” or similar phrases will employment shall be interpreted in accordance with the term provided to Employee only upon a “separation from service” as defined under Code in Treas. Reg. 1.409A-1(h). With respect to any installment payment subject to Section 409A if and to the extent required that made under Code Section 409A. Whenever payments under the Agreement are to be made in installmentsthis Agreement, each such installment payment shall be deemed to be considered a separate payment for purposes of Code Section 409A. Further409A. (b) Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not be amended in any manner that would (i) in the event create 409A Penalties or (ii) cause benefits that Code are not subject to Section 409A requires to become subject to Section 409A (unless such amendment complies with rules to avoid 409A Penalties). The provisions of any purported amendment to this Agreement that may reasonably be expected to result in 409A Penalties shall be of no force or effect. Notwithstanding the preceding sentence or any special terms, provisions, or conditions be included other provision in this Agreement, then such terms, provisions, and conditions shallCompany, to the extent practicableit deems necessary or advisable in its sole discretion, be deemed reserves the unilateral right to amend or modify this Agreement to reflect the intention that this Agreement qualifies for exemption from 409A Penalties. This right to amend or modify the Agreement, however, creates no obligation upon Company to do so. If Company undertakes to amend or modify the Agreement, such amendment or modification will be made in a part manner that as closely as practicable achieves the original intent of this AgreementAgreement and with the least reduction, and (ii) terms used if any, in this Agreement shall overall benefit to Employee. Such amendment or modification may be construed in accordance with Code Section 409A if and made on a retroactive basis, to the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not to comply with Code permitted under 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.409A.

Code Section 409A. Notwithstanding 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 Executive the Employee is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive the Employee upon a separation from service may not be made before the date that is six months after Executivethe Employee’s separation from service (or death, if earlier). To the extent that Executive 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 Executive the Employee during the six months following his separation from service, if any, will be accumulated and paid to Executive 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, provisions or conditions be included in this Agreement, then such terms, provisions, 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 Section 409A, then neither the Corporation, the Board, the Compensation Committee, Committee nor its or their designees or agents shall be liable to Executive Employee or other person for actions, decisions, decisions or determinations made in good faith.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Employer would subject Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Employer. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of Executive’s termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Employer to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 19 shall not be construed as a guarantee of any particular tax effect for Executive’s benefits under this Agreement and the Employer does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision in of the Code. (b) Notwithstanding any provision of 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 Executive is determined to be a “specified employee” (Specified Employee as defined under of the Termination Date, then, to the extent required pursuant to Code Section 409A), any payment of payments due under this Agreement that are deemed to be deferred compensation shall be subject to Code Section 409A to a six-month delay following the Termination Date; and all delayed payments shall be made to Executive upon accumulated and paid in a separation from service may not be made before lump-sum payment as of the date that is six months after Executive’s separation from service first day of the seventh month following the Termination Date (or deathor, if earlier, as of Executive’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. To Any portion of the extent benefits hereunder that Executive becomes subject were not otherwise due to be paid during the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during period following the six months following his separation from service, if any, will Termination Date shall 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 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 faithschedule established herein.

Code Section 409A. (a) In the event the Company does not receive an executed Election Form from you, (1) the parties intend that this Award Agreement and each payment upon the lapse of restrictions on any RSUs will meet all requirements of the short-term deferral exception to Code Section 409A and (2) the short-term deferral exception shall be applied separately to each such payment. In such event, to the fullest extent possible, the Plan and this Award Agreement shall be construed, interpreted and administered so that each such payment is made in a time, form and manner that results in the payment being excepted from Code Section 409A. (b) In the event that this Award Agreement and any payment hereunder constitute deferred compensation that is subject to Code Section 409A, the parties intend that this Award Agreement and each payment hereunder will comply with Code Section 409A. In such event, to the fullest extent possible, the Plan and this Award Agreement shall be construed, interpreted and administered so that each such payment is made in a time, form and manner that complies with the requirements of Code Section 409A. (c) Notwithstanding any other provision in of the Plan or this Award Agreement to the contrary, if the Company makes no representations that the payments and to the extent that Code Section 409A is deemed to apply to any benefit benefits provided under this Agreement, it is the general intention of the Corporation that such benefits shall, to the extent practicable, Award Agreement comply with, 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 excepted from Code Section 409A and in a manner no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that would cause may be incurred by you on account of non-compliance with Code Section 409A to apply 409A. (d) A termination of service as a member of the Board of Directors (or any similar term) shall not be permitted unless such deferrals are in compliance with deemed to have occurred for purposes of any provision of the Plan or otherwise exempt from Code Section 409A. In this Award Agreement providing for the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of any amounts or benefits that are considered nonqualified deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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” as defined under Code Section 409A if and to upon or following a termination of such service unless such termination is also a "separation from service" within the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes meaning of Code Section 409A. Further, (i) in 409A and the event that payment thereof prior to a "separation from service" would violate 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 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.409A.

Code Section 409A. Notwithstanding 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 Company that such benefits shallwill, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shallwill, 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 will not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation 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” (as defined under Code Section 409A), any payment of that is deemed to be deferred compensation subject to under Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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 serviceservice that are not otherwise exempt from Code Section 409A, 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, provisions or conditions be included in this Agreement, then such terms, provisions, provisions and conditions shallwill, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall will be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall will be deemed not to comply with Code Section 409A, then neither the CorporationCompany, the Board, the Compensation Committee, Committee nor its or their designees or agents shall will be liable to Executive any participant or other person for actions, decisions, decisions or determinations made in good faith. For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Executive becomes entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement (including, without limitation, Severance installments, if applicable) shall be treated as a right to a series of separate payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

Code Section 409A. Notwithstanding any the other provision in provisions hereof, this Agreement Plan is intended to comply with the contrary, if and to the extent that Code requirements of Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that such benefits shallCode, to the extent practicableapplicable, and this Plan shall be interpreted to avoid any penalty sanctions under Section 409A of the Code. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A of the Code and, if necessary, any such provision shall be deemed amended to comply with Section 409A of the Code and regulations thereunder. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. Notwithstanding anything contained herein, the Company makes no representations that the payments and benefits provided under the Plan comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by or imposed upon a Participant for failure to comply with, or be exempt satisfy and exemption from, Code Section 409A, and this Agreement shall, 409A of the Code. All payments to the extent practicable, be construed in accordance therewith. Deferrals made upon a termination of benefits distributable pursuant to employment under this Agreement that are otherwise exempt deferred compensation may only be made upon a “separation from Code service” under Section 409A in a manner that would cause Code of the Code. To the maximum extent permitted under Section 409A of the Code, the Severance Benefits payable under this Plan are intended to apply comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii); provided, however, any portion of the Severance Benefits that are payable to a Participant upon or in connection with a separation from service and would be paid during the six (6) month period following the Participant’s Date of Termination that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of Section 409A of the Code, then such amount shall not hereinafter be permitted unless such deferrals are in compliance with or otherwise exempt referred to as the “Excess Amount.” If at the time of the Participant’s separation from Code Section 409A. In service, the event that the Corporation Company’s (or a successor theretoany entity required to be aggregated with the Company under Section 409A of the Code) has any stock which is publicly publicly-traded on an established securities market or otherwise and Executive the Participant is determined to be a “specified employee” (as defined under in Section 409A of the Code Section 409Aand determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), any then the Company shall postpone the commencement of the payment of deferred compensation subject the portion of the Excess Amount that is payable within the six (6) month period following the Participant’s Date of Termination with the Company (or any successor thereto) for six (6) months following the Participant’s Date of Termination with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Code Section 409A to be made to Executive upon a separation from service may not be made before the Participant within ten (10) days following the date that is six (6) months after Executivefollowing the Participant’s separation from service Date of Termination with the Company (or any successor thereto) and any remaining installments shall continue to be paid to the Participant on their original schedule. If the Participant dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of Section 409A of the Code, such Excess Amount shall be paid to the personal representative of the Participant’s Beneficiary within sixty (60) days after the Participant’s death. In no event may a Participant, if earlier)directly or indirectly, designate the calendar year of payment. For purposes of Section 409A of the Code, each payment made under this Plan shall be treated as a separate payment. To the extent that Executive becomes any in-kind benefits or reimbursements payable pursuant to the Plan are 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 of the six months following his separation from service, if any, Code: (a) any such in-kind benefits or reimbursements will be accumulated and provided or paid to Executive no later than December 31 of the year following the year in which the expense was incurred, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any year will not affect the seventh month following his separation from serviceexpenses eligible for reimbursement, 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are in-kind benefits to be made provided, in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 Agreementsubsequent year, and (iic) terms used in this Agreement shall be construed in accordance with Code Section 409A if and the right to the extent required. Further, in the event that this Agreement in-kind benefits or any benefit thereunder shall reimbursement will not be deemed not subject to comply with Code Section 409A, then neither the Corporation, the Board, the Compensation Committee, nor its liquidation or their designees or agents shall be liable to Executive or other person exchange for actions, decisions, or determinations made in good faithanother benefit.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits that are subject to Code Section 409A shall be payable hereunder on account of a Termination unless such Termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 18 shall not be construed as a guarantee of any particular tax effect for Executive’s benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision in of the Code. (b) Notwithstanding any provision of 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 Executive is determined to be a “specified employee” (Specified Employee as defined under of the Termination Date, then, to the extent required pursuant to Code Section 409A), any payment of payments due under this Agreement that are deemed to be deferred compensation shall be subject to Code Section 409A to a six-month delay following the Termination Date; and all delayed payments shall be made to Executive upon accumulated and paid in a separation from service may not be made before lump-sum payment as of the date that is six months after Executive’s separation from service first day of the seventh month following the Termination Date (or deathor, if earlier, as of Executive’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. To Any portion of the extent benefits hereunder that Executive becomes subject were not otherwise due to be paid during the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during period following the six months following his separation from service, if any, will Termination Date shall 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 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 faithschedule established herein.

Code Section 409A. The parties intend that payments and benefits under this Agreement are exempt from or comply with Internal Revenue Code Section 409A and the regulations and guidance thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement will be interpreted to be in compliance with Code Section 409A. (a) To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification will be made in good faith and will, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest or penalty that may be imposed on the Employee by reason of Code Section 409A or damages for failing to comply with Code Section 409A. For purposes of compliance with Code Section 409A, each payment subject to Code Section 409A (or intended to satisfy an exception under Code Section 409A including payment under Sections 4.3(c) and 4.3(d) of this Agreement) will be treated as a separate payment, and the right to a series of installment payments under this Agreement will be treated as a right to a series of separate payments. (b) To the extent that payments under the Agreement that are payable upon the Employee’s termination of employment constitute “nonqualified deferred compensation” that is subject to Code Section 409A, a termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for any such payment 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 means “separation from service.” (c) Notwithstanding any other provision in this Agreement payment schedule provided herein to the contrary, if and to the extent that Code Section 409A Employee is deemed to apply to any benefit under this Agreement, it is on the general intention date of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined termination to be a “specified employee” (as defined within the meaning of that term under Code Section 409A409A (or the Company has opted to treat all employees as “specified employees”), then any payment of that is considered “nonqualified deferred compensation subject to compensation” under Code Section 409A to be made to Executive upon payable on account of a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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” as defined under Code Section 409A if and will not be made until the date which is the earlier of: (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Employee, and (ii) the date of the Employee’s death, to the extent required under Code Section 409A. Whenever 409A (the delay referred to as the “Delay Period”). (d) Upon the expiration of the Delay Period, all payments under the Agreement are delayed pursuant to be made this Section 9.9 (whether they would have otherwise been payable in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) single sum or in installments in the event that Code Section 409A requires that any special terms, provisions, or conditions absence of such delay) will be included paid to the Employee in this Agreement, then such terms, provisionsa lump sum (with no accrued interest), and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in all remaining payments due under this Agreement shall will be construed paid or provided in accordance with Code Section 409A if and the normal payment dates specified for them herein. (e) Any reimbursements by the Company to the extent requiredEmployee of any eligible expenses under this Agreement that are not excludable from the Employee’s income for U.S. federal income tax purposes (the “Taxable Reimbursements”) shall be made by no later than the last day of the taxable year of the Employee following the year in which the expense was incurred. FurtherThe amount of any Taxable Reimbursements, and the value of any in-kind benefits to be provided to the Employee, during any taxable year of the Employee shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of the event that this Agreement or any benefit thereunder shall be deemed not Employee. The right to comply with Code 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, decisionsTaxable Reimbursement, or determinations made in good faithin-kind benefits, shall not be subject to liquidation or exchange for another benefit.

Code Section 409A. Notwithstanding The intent of the parties is that payments under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and the Company shall have complete discretion to interpret and construe this Agreement in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A. If for any reason, such as imprecision in drafting, any provision of this Agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Company. A Termination of Service shall not be deemed to have occurred for purposes of any provision of this Agreement unless such termination is also a “separation from service” within the meaning of Code Section 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “Termination of Service” or like terms shall mean “such a separation from service.” Any provision of this Agreement to the contrarycontrary notwithstanding, if and to the extent Company determines that Code Section 409A Team Member is deemed to apply to any benefit under this Agreement, it is a “specified employee,” within the general intention meaning of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, then to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant any payment that Team Member is entitled to under this Agreement that are otherwise exempt on account of his or her separation from Code Section 409A in a manner that service would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined considered nonqualified deferred compensation under Code Section 409A), any such payment shall be paid or provided at the date which is the earlier of deferred compensation subject to Code Section 409A to be made to Executive upon a (i) six (6) months and one day after such separation from service may not be made before and (ii) the date that is six months after Executive’s separation from service of his or her death (or death, if earlierthe “Delay Period”). To Upon the extent that Executive becomes subject to expiration of the six-month delay ruleDelay Period, all payments of deferred compensation subject delayed pursuant to Code this Section 409A that would have been made to Executive during the six months following his separation from service5(q) shall be paid in a lump-sum, if any, will be accumulated and paid to Executive during the seventh month following his separation from servicewithout interest, and any remaining payments and benefits due will under this Agreement shall be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “termination of employment” paid or similar phrases will be interpreted provided in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate normal payment dates specified 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 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 faiththem herein.

Code Section 409A. Notwithstanding any other provision in this This Agreement is intended to comply with the contraryprovisions of ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code and the rules and regulations promulgated thereunder (collectively, 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 and the Program shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to To the extent there is any ambiguity in this Agreement that are otherwise exempt from as to its compliance with Code Section 409A in a manner that would cause 409A, this Agreement shall be read to conform with the requirements of Code Section 409A 409A, and the Company may, in its sole discretion, amend or replace this Agreement to apply shall not be permitted unless such deferrals are in compliance cause this Agreement to comply with or otherwise exempt from Code Section 409A. In Neither the event that Company nor Executive shall have the Corporation (right to accelerate or a successor thereto) has defer the delivery of any stock which is publicly traded on an established securities market consideration provided under this Agreement except to the extent specifically permitted or otherwise and Executive is determined to be a “specified employee” (as defined under required by Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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 409A. Terms defined in this Agreement. For Agreement and the purposes herein, Program shall have the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined meanings given such terms under Code Section 409A if and to the extent required under to comply with Code Section 409A. Whenever In any event, the Company makes no representations or warranty and shall have no liability to Executive or any other person if any provisions of or payments under the this Agreement are determined to be constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section. In the event a payment under this Agreement is made in installmentswithin six (6) months following the date of Executive’s separation from service (within the meaning of Code Section 409A), each such installment the following additional payment timing rule shall be deemed apply: (i) if Executive is determined by the Company to be a separate payment for purposes “specified employee” (within the meaning of Code Section 409A. Further409A, (i) in determined using 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, identification methodology selected by the Company from time to the extent practicable, be deemed to be made a part of this Agreementtime), and (ii) terms used the Company shall make a good faith determination that an amount payable to Executive hereunder constitutes deferred compensation (within the meaning of Code Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in this Agreement shall be construed in accordance with Code Section 409A if and in order to the extent required. Further, in the event that this Agreement avoid taxes or any benefit thereunder shall be deemed not to comply with penalties under Code Section 409A, then neither nothing in this Agreement shall require the CorporationCompany to pay or authorize payment of such amount on the otherwise scheduled payment date pursuant to this Agreement but the Company shall instead pay it or authorize payment without interest, on the Board, the Compensation Committee, nor its or their designees or agents shall be liable to Executive or other person for actions, decisionsfirst business day after such six-month period, or determinations made in good faithif earlier, upon the Executive’s death.

Code Section 409A. Notwithstanding 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 Company that such benefits shallwill, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shallwill, 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 will not be permitted unless such deferrals are in compliance with or otherwise exempt from follow Code Section 409A. In the event that the Corporation 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” (as defined under Code Section 409A), any payment of that is deemed to be deferred compensation subject to under Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six (6) months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month six (6)-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to the Executive during the six (6) months following his separation from serviceservice 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, provisions or conditions be included in this Agreement, then such terms, provisions, provisions and conditions shallwill, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall will be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall will be deemed not to comply with Code Section 409A, then neither the CorporationCompany, the Board, the Compensation Committee, Committee nor its or their designees or agents shall will be liable to Executive any participant or other person for actions, decisions, decisions or determinations made in good faith.

Code Section 409A. Notwithstanding any other provision in this the Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any benefit under this the Agreement, it is the general intention of the Corporation Bank that such benefits shall, to the extent practicable, comply with, or be exempt from, . Code Section 409A, and this the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this the Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In hi the event that the Corporation Bank (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to the Executive during the six months following his separation from serviceservices that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to the 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 the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, provisions or conditions be included in this the Agreement, then such terms, provisions, provisions and conditions shall, to the extent practicable, be deemed to be made a part of this the Agreement, and (ii) terms used in this the Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this the Agreement or any benefit thereunder shall be deemed not to comply with Code Section 409A, then neither the CorporationBank, the Board, the Compensation Committee, Committee nor its or their designees or agents shall be liable to Executive any participant or other person for actions, decisions, decisions or determinations made in good faith.

Code Section 409A. Notwithstanding 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 Payments made pursuant to this Agreement that are otherwise intended to be exempt from Code Section 409A in a manner that would cause or to otherwise comply with the provisions of Code Section 409A to apply the extent applicable. The Program and this Agreement shall not be permitted unless such deferrals administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are in compliance subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Director’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. In To the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined extent required to be a “specified employee” (as defined avoid accelerated taxation and/or tax penalties under Code Section 409A)409A and applicable guidance issued thereunder, any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may the Director shall not be made before deemed to have had a Termination unless the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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 Director has incurred a “separation from service” as defined under Code Section 409A in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Director’s Termination shall instead be paid on the first business day after the date that is six months following the Director’s Termination (or upon the Director’s death, if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for earlier). 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 shall409A, to the extent practicableapplicable, all payments provided hereunder shall be deemed treated as a right to a series of separate payments and each separately identified amount to which the Director is entitled under this Agreement shall be treated as a separate payment. Although this Agreement and the payments provided hereunder are intended to be made exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, Non-Employee Director RSU Agreement (US) (2017) employees or advisers shall be liable to the Director (or any other individual claiming a part benefit through the Director) for any tax, interest, or penalties the Director may owe as a result of compensation paid under this Agreement, and (ii) terms used in this Agreement the Company and its Subsidiaries shall be construed in accordance with have no obligation to indemnify or otherwise protect the Director from the obligation to pay any taxes pursuant to 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 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.409A.

Code Section 409A. The Performance Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement to or the contraryPlan, if and the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Performance Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Performance Stock Units shall be exempt from or comply with Code Section 409A is deemed and makes no undertaking to apply preclude Code Section 409A from applying to the Performance Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any benefit person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, it is and neither the general intention Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the Corporation that such benefits shall, to the extent practicable, comply with, or be short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and this Agreement shall, to if the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Participant is a “Specified Employee” (within the meaning set forth 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 409A(a)(2)(B)(i)) as of the event that date of 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” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a Participant’s separation from service may (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made before on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to date of 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 with 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 balance of the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted shares issued thereafter in accordance with the term “separation from service” as defined under Code Section 409A if original vesting and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, or conditions be included issuance schedule set forth in this Agreement, then but if and only if such terms, provisions, and conditions shall, delay in the issuance of the shares is necessary to avoid the extent practicable, be deemed to be made a part imposition of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with taxation under 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 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.409A.

Code Section 409A. Company and Employee agree that this Agreement will be interpreted to comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Section 409A”) and all provisions of this Agreement will be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding 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 of 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 payments provided under this Agreement shall, to the extent practicable, may only be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A made upon an event and in a manner that would cause Code complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code maximum extent possible. For purposes of Section 409A), any each installment payment of deferred compensation subject to Code Section 409A provided under this Agreement shall be treated as a separate payment. Any payments to be made to Executive under this Agreement upon a separation from service may not termination of employment shall only be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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 “such termination of employment” or similar phrases will be interpreted in accordance with the term employment constitutes a “separation from service” as defined under Code Section 409A. Notwithstanding the foregoing, Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A if and to the extent required under Code in no event shall Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, 409A. (ia) in the event that Code Section 409A requires that Notwithstanding 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 other provision of this Agreement, if at the time of Employee’s termination of employment, he is a “specified employee,” determined in accordance with Section 409A, any payments and benefits provided under this Agreement that constitute “nonqualified deferred compensation” subject to Section 409A that are provided to Employee on account of his separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of Employee’s Separation Date (ii“Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be paid in a lump sum on the Specified Employee Payment Date without interest and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If Employee dies during the six-month period, any delayed payments shall be paid to Employee’s estate in a lump sum upon Employee’s death. (b) terms used in To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be construed provided in accordance with Code Section 409A if and the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to the extent required. Furtherbe provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to Employee on or before the event that last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation 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 liable to Executive or other person exchange for actions, decisions, or determinations made in good faithanother benefit.

Code Section 409A. Company and Employee agree that this Agreement will be interpreted to comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Section 409A”) and all provisions of this Agreement will be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding 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 of 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 payments provided under this Agreement shall, to the extent practicable, may only be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A made upon an event and in a manner that would cause Code complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code maximum extent possible. For purposes of Section 409A), any each installment payment of deferred compensation subject to Code Section 409A provided under this Agreement shall be treated as a separate payment. Any payments to be made to Executive under this Agreement upon a separation from service may not termination of employment shall only be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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 “such termination of employment” or similar phrases will be interpreted in accordance with the term employment constitutes a “separation from service” as defined under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A if and to in no event shall the extent required under Code Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, 409A. (ia) in the event that Code Section 409A requires that Notwithstanding 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 other provision of this Agreement, if at the time of Employee’s termination of employment, he is a “specified employee”, determined in accordance with Section 409A, any payments and benefits provided under this Agreement that constitute “nonqualified deferred compensation” subject to Section 409A that are provided to Employee on account of his separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of Employee’s termination date (ii“Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be paid in a lump sum on the Specified Employee Payment Date without interest and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If Employee dies during the six-month period, any delayed payments shall be paid to Employee’s estate in a lump sum upon Employee’s death. (b) terms used in To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be construed provided in accordance with Code Section 409A if and the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to the extent required. Furtherbe provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to Employee on or before the event that last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation 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 liable to Executive or other person exchange for actions, decisions, or determinations made in good faithanother benefit.

Code Section 409A. Notwithstanding (a) To the extent any other provision in of this Agreement or action by the Company would subject the Executive to the contrary, if and to the extent that liability for interest or additional taxes under Code Section 409A is deemed to apply to any benefit under this Agreement409A, it is the general intention of the Corporation that such benefits shallshall be deemed null and void, to the extent practicable, permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with, or be exempt from, Code Section 409A, and this Agreement shallshall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive’s termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent practicablenecessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed in accordance therewith. Deferrals as a guarantee of any particular tax effect for the Executive’s benefits distributable pursuant to under this Agreement and the Company does not guarantee that are otherwise exempt from any such benefits will satisfy the provisions of Code Section 409A in a manner that would cause Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that contrary, if 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” Specified Employee (defined below) as defined under of the Termination Date, then, to the extent required pursuant to Code Section 409A), any payment of payments due under this Agreement that are deemed to be deferred compensation shall be subject to Code Section 409A to be made to Executive upon a separation from service may not be made before six (6)-month delay following the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six-month delay rule, Termination Date; and all delayed 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 shall be accumulated and paid to Executive during in a lump-sum payment as of the first day of the seventh month following his separation from servicethe Termination Date (or, and any remaining if earlier, as of the Executive’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due will to be made in their ordinary course as described in this Agreement. For paid during the purposes herein, six (6)-month period following the phrase “termination of employment” or similar phrases will Termination Date shall be interpreted paid to the Executive in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 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 faithschedule established herein.

Code Section 409A. Notwithstanding 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 Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, provisions or conditions be included in this Agreement, then such terms, provisions, 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 Section 409A, then neither the Corporation, the Board, the Compensation Committee, Committee nor its or their designees or agents shall be liable to Executive or other person for actions, decisions, decisions or determinations made in good faith.

Code Section 409A. The provisions in this Section 6 shall apply if the Participant is subject to taxation in the United States. 6.1 To the extent the Restricted Stock Units constitute “nonqualified deferred compensation” that is subject to Code Section 409A, any Restricted Stock Units that are payable upon or with reference to the date that the Participant’s Active Service terminates (i) shall not be paid unless the Participant experiences a “separation from service” within the meaning of Code Section 409A and (ii) if the Participant is a “specified employee” within the meaning of Code Section 409A on the date of the Participant’s separation from service, then the Restricted Stock Units shall be Global Key Employee RSU Agreement paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments made pursuant to this Agreement and the Plan are intended to qualify for an exemption from or comply with Code Section 409A. Notwithstanding any other provision in this Agreement to and the contraryPlan, 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 shallCompany, to the extent practicableit deems necessary or advisable in its sole discretion, comply withreserves the right, 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 but shall not be permitted unless such deferrals are in compliance with required, to unilaterally amend or otherwise exempt from Code Section 409A. In modify this Agreement and/or the event Plan so 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” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject Restricted Stock Units granted 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 Participant qualify for exemption 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 Section 409A; provided, then however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the Company based on matters covered by Code Section 409A, including the tax treatment of any amount paid or Award made under this Agreement, and neither the CorporationCompany nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, the Board, the Compensation Committee, nor its penalties or their designees interest imposed under Code Section 409A for any amounts paid or agents shall be liable to Executive or other person for actions, decisions, or determinations made in good faithpayable under this Agreement.

Code Section 409A. Notwithstanding any other provision in this the Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any benefit under this the Agreement, it is the general intention of the Corporation Bank that such benefits shall, to the extent practicable, comply with, or be exempt from, from Code Section 409A, and this the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this the Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation Bank (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive the Officer is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive the Officer upon a separation from service may not be made before the date that is six months after Executivethe Officer’s separation from service (or death, if earlier). To the extent that Executive the Officer 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 the Officer during the six months following his separation from serviceservice that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to Executive the Officer 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 the Agreement. The parties intend that each installment of any payments provided for in this Agreement is a separate “payment” for purposes of Section 409A. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, provisions or conditions be included in this the Agreement, then such terms, provisions, provisions and conditions shall, to the extent practicable, be deemed to be made a part of this the Agreement, and (ii) terms used in this the Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this the Agreement or any benefit thereunder shall be deemed not to comply with Code Section 409A, then neither the CorporationBank, the Board, the Compensation Committee, Committee nor its or their designees or agents shall be liable to Executive any participant or other person for actions, decisions, decisions or determinations made in good faith.

Code Section 409A. (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 “Section 409A”) including the exceptions thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith, and any payments hereunder shall be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement in connection with a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. The Company shall be entitled to amend this Agreement to comply and/or clarify a payments compliance with Section 409A (or an exemption therefrom), provided, however, to the extent that any provision hereof is modified, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Section 409A. Notwithstanding anything in the Agreement to the contrary, in no event whatsoever shall the Company be liable for any other provision tax, interest or penalty that may be imposed on ▇▇▇▇▇▇ under Section 409A or any damages for failing to comply with Section 409A. (b) Notwithstanding anything in this Agreement to the contrary, if and any payment or benefit provided to ▇▇▇▇▇▇ in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within the extent that Code meaning of Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive ▇▇▇▇▇▇ is determined to be a “specified employee” (as defined under Code in Section 409A409A(a)(2)(b)(i), any then such payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may or benefit shall not be made before paid until the first payroll date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to occur following the six-month delay ruleanniversary of the Termination Date or, all if earlier, on ▇▇▇▇▇▇’▇ death (the “Specified Employee Payment Date”). The aggregate of any payments of deferred compensation subject to Code Section 409A that would otherwise have been made paid before the Specified Employee Payment Date shall be paid (without interest) to Executive during ▇▇▇▇▇▇ in a lump sum on the six months following his separation from serviceSpecified Employee Payment Date and thereafter, if any, will be accumulated and paid to Executive during the seventh month following his separation from service, and any remaining payments due will shall be made paid without delay in accordance with their ordinary course as described in original schedule. (c) To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will Agreement shall be interpreted provided in accordance with the term “separation from service” as defined under Code Section 409A if and to following: (a) the extent required under Code Section 409A. Whenever payments under amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the Agreement are expenses eligible for reimbursement, or in-kind benefits to be made provided, in installments, each such installment any other calendar year; (b) any reimbursement of an eligible expense shall be deemed paid to be a separate payment for purposes ▇▇▇▇▇▇ on or before the last day of Code Section 409A. Further, (i) the calendar year following the calendar year in which 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, expense was incurred; and (iic) terms used in any right to reimbursements or in-kind benefits under this Agreement shall not be construed in accordance with Code Section 409A if and subject to the extent required. Further, in the event that this Agreement liquidation 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 liable to Executive or other person exchange for actions, decisions, or determinations made in good faithanother benefit.

Code Section 409A. Notwithstanding 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 Executive the Employee is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive the Employee upon a separation from service may not be made before the date that is six months after Executivethe Employee’s separation from service (or death, if earlier). To the extent that Executive 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 Executive the Employee during the six months following his separation from service, if any, will be accumulated and paid to Executive 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, provisions or conditions be included in this Agreement, then such terms, provisions, 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 Section 409A, then neither the Corporation, the Board, the Compensation Committee, Committee nor its or their designees or agents shall be liable to Executive Employee or other person for actions, decisions, decisions or determinations made in good faith.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Employer would subject Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Employer. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of Executive’s termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Employer to avoid the application of taxes or interest #847547v2_IMAN_ - ▇▇▇▇▇▇▇ First Community Financial Employment Agreement 14 under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 19 shall not be construed as a guarantee of any particular tax effect for Executive’s benefits under this Agreement and the Employer does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision in of the Code. (b) Notwithstanding any provision of 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 Executive is determined to be a “specified employee” (Specified Employee as defined under of the Termination Date, then, to the extent required pursuant to Code Section 409A), any payment of payments due under this Agreement that are deemed to be deferred compensation shall be subject to Code Section 409A to a six-month delay following the Termination Date; and all delayed payments shall be made to Executive upon accumulated and paid in a separation from service may not be made before lump-sum payment as of the date that is six months after Executive’s separation from service first day of the seventh month following the Termination Date (or deathor, if earlier, as of Executive’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. To Any portion of the extent benefits hereunder that Executive becomes subject were not otherwise due to be paid during the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during period following the six months following his separation from service, if any, will Termination Date shall 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 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 faithschedule established herein.

Code Section 409A. The provisions of this Agreement will be administered, interpreted and construed in a manner intended to comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), the regulations issued thereunder or any exception thereto. Notwithstanding any other provision anything in this Agreement to the contrary, if any compensation that is designated under this Agreement as payable upon the Consultant’s termination of service or this Agreement shall be payable only upon the Consultant’s “separation from service” with the Company within the meaning of Section 409A and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the sixtieth (60th) day following the Consultant’s separation from service. Any installment payments that would have been made to the Consultant during the sixty (60) day period immediately following the Consultant’s separation from service but for the preceding sentence shall be paid to the Consultant on such sixtieth (60th) day and the remaining payments shall be made as provided in this Agreement. For purposes of this Agreement, the right to receive a payment, including each monthly installment payment, shall be treated as a right to receive a separate payment and, accordingly, each installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. The Consultant shall have no right to designate the date of any payment under this Agreement. The Company reserves the right to accelerate and/or defer any payment to the extent permitted and consistent with Section 409A or an exception thereto. Notwithstanding any provision of this Agreement to the contrary, to the extent that Code a payment hereunder is subject to Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that Code (and not excepted therefrom) and payable on account of a separation from service, such benefits shallpayment shall be delayed for a period of six months after the date of termination (or, to if earlier, the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to death of 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 Consultant) if the event that the Corporation (or a successor thereto) has any stock which Consultant is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code in Section 409A to be made to Executive upon a separation from service may not be made before of the date that is six months after Executive’s separation from service (or death, if earlierCode and determined in accordance with the procedures established by the Company). To Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the extent that Executive becomes subject to end of the six-month delay ruleperiod in the month following the month containing the six-month anniversary of the date of termination. Notwithstanding any provision of this Agreement to the contrary, all payments of deferred compensation subject to Code Section 409A the Consultant acknowledges and agrees that would have been made to Executive during the six months following his separation from serviceCompany shall not be liable for, if any, and nothing provided or contained in this Agreement will be accumulated and paid construed to Executive during obligate or cause the seventh month following his separation from serviceCompany to be liable for, and any remaining payments due will be made in their ordinary course as described in tax, interest or penalties imposed on the Consultant related to or arising with respect to 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes including any violation of Code Section 409A. Further409A, (i) in the event that Code Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then whether 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 violation arises under this Agreement 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 liable to Executive or other person for actions, decisions, or determinations made in good faitharrangement.

Code Section 409A. Notwithstanding anything to the contrary, this Award is intended to be exempt from or comply with the requirements of Code Section 409A and shall be interpreted in a manner consistent with such intention. In the event that any provision of the Plan or the Agreement is determined by the Committee to not comply with the applicable requirements of Code Section 409A or the applicable regulations and other provision guidance issued thereunder, the Committee shall have the authority to take such SMRH:410281978.1 - 4 - 26YX-159935 actions and to make such changes to the Plan or the Agreement as the Committee deems necessary to comply with such requirements. Any payment made pursuant to this Award shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. Notwithstanding the foregoing or anything in this the Plan or the 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, upon your “separation from service” (as defined in 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 ) you are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be then considered a “specified employee” (as defined under in Code Section 409A), any then solely to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, Electro Rent shall defer payment of “nonqualified deferred compensation compensation” subject to Code Section 409A to be made to Executive upon payable as a result of and within six (6) months following such separation from service may not be made before until the date that is six months after Executive’s separation from service earlier of (or death, if earlier). To i) the extent that Executive becomes subject to first business day of the six-seventh 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 your 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 ten (10) days after Electro Rent receives written confirmation of your death. Any such delayed payments shall be construed in accordance with Code Section 409A if made without interest. While it is intended that all payments and to benefits provided under the extent required. Further, in the event that Plan or this Agreement Award will be exempt from or any benefit thereunder shall be deemed not to comply with Code Section 409A, then neither Electro Rent makes no representation or covenant to ensure that the Corporation, payments under the Board, Plan or the Compensation Committee, nor its Award are exempt from or their designees or agents compliant with Code Section 409A. In no event whatsoever shall Electro Rent be liable if a payment or benefit under the Plan or the Award is challenged by any taxing authority or for any additional tax, interest or penalties that may be imposed on you by Code Section 409A or any damages for failing to Executive comply with Code Section 409A. You will be entirely responsible for any and all taxes on any benefits payable to you as a result of the Plan or other person for actions, decisions, or determinations made in good faiththe Award.

Code Section 409A. Notwithstanding It is the intention of the Company, Parent and the Executive that, to the extent any amounts or benefits payable under or pursuant to this Agreement represent nonqualified deferred compensation that is or may be subject to Code Section 409A, the provisions of this Agreement shall be interpreted and administered in a manner (including, as may be necessary or appropriate, amendments or interpretations of this Agreement with retroactive and/or prospective effect) that will enable such amounts or benefits to satisfy the requirements of Code Section 409A (either pursuant to qualifying for an exemption from coverage under Code Section 409A or satisfying the substantive provisions for compliance with such section). The Executive agrees and understands that, notwithstanding anything in this Agreement to the contrary (including, but not limited to, any provisions in this Agreement that refer or relate to Code Section 409A), neither the Company nor the Parent (or any subsidiary, associate or affiliate thereof) makes any representation, covenant or warranty that amounts payable under or in accordance with this Agreement (including any plan, program, agreement or arrangement referred to herein) comply with Code Section 409A. The Executive acknowledges and agrees that the provisions of this Agreement reflect solely the Company’s and Parent’s attempt to seek compliance with Code Section 409A and that no guarantees or assurances of any kind are hereby provided to the Executive or any other provision person who has or may have an interest in any benefits or amounts payable hereunder with respect to such compliance. Notwithstanding anything in this Agreement to the contrary, if and to the extent nonqualified deferred compensation that is subject to the requirements of 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, payable 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 Executive pursuant to this Agreement that are otherwise exempt on account of his “separation from service” (within the meaning of Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless 409A) (if at such deferrals are in compliance with or otherwise exempt from Code Section 409A. In time the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under within the meaning of Code Section 409A), any payment then, to the extent required in order to comply with the requirements of deferred compensation subject to Code Section 409A to 409A, such compensation shall be made to Executive upon a separation from service may not be made before paid on the first payroll date occurring on or after the first day of the seventh month following the date that is six months after of the Executive’s separation from service (or deathservice, provided, however, if earlier). To such compensation is otherwise payable on a later date, it shall be paid on such later date and not on the extent that Executive becomes subject to first payroll date occurring on or after the six-month delay rule, all payments first day 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 the Executive’s 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 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. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any other provision in of this Agreement to the contrary, if in the event that following the effective date of this Agreement, the Company determines that the Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this Agreement), the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 15 shall not create any obligation on the part of the Company or any Affiliate to adopt any such amendment, policy or procedure or take any such other action. In no event shall the Company or any Affiliate be liable for any tax, interest or penalty imposed on the Participant under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. Notwithstanding anything else herein to the contrary and solely to the extent 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 Award would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of constitute nonqualified deferred compensation subject to Code Section 409A to be made to Executive upon of the Code, a separation from service may not be made before “Change in Control” shall occur only if such event also constitutes a “change in the date that is six months after Executive’s separation from service (or death, if earlier). To ownership,” “change in effective control,” and/or a “change in the extent that Executive becomes subject to ownership of a substantial portion of assets” of the six-month delay rule, all payments of deferred compensation subject to Code Company as those terms are defined under Section 409A that would have been made to Executive during of the six months following his separation from serviceCode and the regulations promulgated thereunder, 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” as defined under Code Section 409A if and but only to the extent required under Code Section 409A. Whenever payments under the Agreement are necessary to be made in installments, each such installment shall be deemed to be establish a separate time and form of payment for purposes of Code Section 409A. Further, (i) in the event that Code complies with Section 409A requires that of the Code, without altering the definition of Change in Control for any special terms, provisions, or conditions be included other purposes 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 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 faithrespect thereto.

Code Section 409A. (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 “Section 409A”) including the exceptions thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith, and any payments hereunder shall be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement in connection with a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. The Company shall be entitled to amend this Agreement to comply and/or clarify a payments compliance with Section 409A (or an exemption therefrom), provided, however, to the extent that any provision hereof is modified, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Section 409A. Notwithstanding anything in the Agreement to the contrary, in no event whatsoever shall the Company be liable for any other provision tax, interest or penalty that may be imposed on ▇▇▇▇▇ under Section 409A or any damages for failing to comply with Section 409A. (b) Notwithstanding anything in this Agreement to the contrary, if and any payment or benefit provided to ▇▇▇▇▇ in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within the extent that Code meaning of Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive ▇▇▇▇▇ is determined to be a “specified employee” (as defined under Code in Section 409A409A(a)(2)(b)(i), any then such payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may or benefit shall not be made before paid until the first payroll date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to occur following the six-month delay ruleanniversary of the Termination Date or, all if earlier, on ▇▇▇▇▇’▇ death (the “Specified Employee Payment Date”). The aggregate of any payments of deferred compensation subject to Code Section 409A that would otherwise have been made paid before the Specified Employee Payment Date shall be paid (without interest) to Executive during ▇▇▇▇▇ in a lump sum on the six months following his separation from serviceSpecified Employee Payment Date and thereafter, if any, will be accumulated and paid to Executive during the seventh month following his separation from service, and any remaining payments due will shall be made paid without delay in accordance with their ordinary course as described in original schedule. (c) To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will Agreement shall be interpreted provided in accordance with the term “separation from service” as defined under Code Section 409A if and to following: (a) the extent required under Code Section 409A. Whenever payments under amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the Agreement are expenses eligible for reimbursement, or in-kind benefits to be made provided, in installments, each such installment any other calendar year; (b) any reimbursement of an eligible expense shall be deemed paid to be a separate payment for purposes ▇▇▇▇▇ on or before the last day of Code Section 409A. Further, (i) the calendar year following the calendar year in which 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, expense was incurred; and (iic) terms used in any right to reimbursements or in-kind benefits under this Agreement shall not be construed in accordance with Code Section 409A if and subject to the extent required. Further, in the event that this Agreement liquidation 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 liable to Executive or other person exchange for actions, decisions, or determinations made in good faithanother benefit.

Code Section 409A. Notwithstanding 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 Company that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation Company (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to the Executive during the six months following his separation from service, if any, will be accumulated and paid to the 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 Section 409A, then neither the CorporationCompany, the Board, the Compensation Committee, nor its or their designees or agents shall be liable to the Executive or other person for actions, decisions, or determinations made in good faith.

Code Section 409A. Notwithstanding (i) The Award Agreement for any other provision Award that the Committee reasonably determines to constitute a “nonqualified deferred compensation plan” under Section 409A of the Code (a “Section 409A Plan”), and the provisions of the Section 409A Plan applicable to that Award, shall be construed in this a manner consistent with the applicable requirements of Section 409A of the Code, and the Committee, in its sole discretion and without the consent of any Participant, may amend any Award Agreement (and the provisions of the Plan applicable thereto) if and to the contraryextent that the Committee determines that such amendment is necessary or appropriate to comply with the requirements of Section 409A of the Code. (ii) If any Award constitutes a Section 409A Plan, then the Award shall be subject to the following additional requirements, if and to the extent that Code required to comply with Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that Code: (A) Payments under the Section 409A Plan may be made only upon (u) the Participant’s “separation from service”, (v) the date the Participant becomes “disabled”, (w) the Participant’s death, (x) a “specified time (or pursuant to a fixed schedule)” specified in the Award Agreement at the date of the deferral of such benefits shallcompensation, (y) a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets” of the Company, or (z) the occurrence of an “unforeseeble emergency”; (B) The time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent practicable, comply with, provided in applicable Treasury Regulations or be exempt from, Code Section 409A, and this Agreement shall, other applicable guidance issued by the Internal Revenue Service; (C) Any elections with respect to the extent practicable, be construed in accordance therewith. Deferrals deferral of benefits distributable pursuant to this Agreement that are otherwise exempt from Code such compensation or the time and form of distribution of such deferred compensation shall comply with the requirements of 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. 409A(a)(4) of the Code; and (D) In the event that the Corporation (or a successor thereto) has case of any stock which Participant who is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A)”, any payment a distribution on account of deferred compensation subject to Code Section 409A to be made to Executive upon a “separation from service service” may not be made before the date that which is six months after Executivethe date of the Participant’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, if earlier, the date of the Participant’s death). For purposes of the foregoing, the terms in quotations shall have the same meanings as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment those terms have for purposes of Section 409A of the Code, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that are applicable to the Award. (iii) Notwithstanding the foregoing, or any provision of this Plan or any Award Agreement, the Company does not make any representation to any Participant or Beneficiary that any Awards made pursuant to this Plan are exempt from, or satisfy, the requirements of, Section 409A. Further409A of the Code, (i) and the Company shall have no liability or other obligation to indemnify or hold harmless the Participant or any Beneficiary for any tax, additional tax, interest or penalties that the Participant or any Beneficiary may incur in the event that Code any provision of this Plan, or any Award Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then such terms, provisions, and conditions shall, to of 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 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 faithCode.

Code Section 409A. Notwithstanding any other provision in this This Agreement is intended 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, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and shall be construed and administered in accordance with Section 409A. None of the amounts paid pursuant to this Agreement are intended to constitute or provide for a deferral of compensation that is subject to Section 409A. To the extent that the Committee (as defined below) determines that the Retention Bonus is not exempt from Section 409A, the Committee may (but shall not be required to) amend this Agreement in a manner intended to comply with the requirements of Section 409A or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to (a) exempt the Retention Bonus from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Retention Bonus, or (b) comply with the requirements of Section 409A. To the extent applicable, this Agreement shall be interpreted in accordance with the provisions of Section 409A. Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or benefit hereunder constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A, and this Agreement shallsuch payment or benefit would otherwise be payable or distributable hereunder by reason of your termination of employment, (i) all references to the extent practicable, your termination of employment shall be construed to mean a “Separation from Service” (as that term is used 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 409A), (ii) you will not be permitted considered to have a termination of employment unless such deferrals termination constitutes a “Separation from Service” for purposes of Section 409A, (iii) if you are in compliance with or otherwise exempt deemed at the time of your separation from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of any termination or other similar payments and benefits to which you may be entitled hereunder (as defined after taking into account all exclusions applicable to such payments or benefits under Code Section 409A)) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, any payment such portion of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may such payments and benefits shall not be made before provided to you prior to the earlier of (x) the expiration of the six (6)-month period measured from the date of your “Separation from Service” or (y) the date of your death; provided that is six months after Executive’s separation from service (or death, if earlier). To upon the extent that Executive becomes subject to the six-month delay ruleearlier of such dates, all payments of and benefits deferred compensation subject pursuant to Code Section 409A that would have been made this clause (iii) shall be paid in a lump sum 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 serviceyou, and any remaining payments and benefits due will hereunder shall be provided as otherwise specified herein; (iv) the determination of whether the you are a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of your separation from service shall be made in their ordinary course as described in this Agreement. For by the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted Company in accordance with the term “separation from service” as defined under Code terms of Section 409A if (including Section 1.409A-1(i) of the Department of Treasury Regulations and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 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 faithsuccessor provision thereto).

Code Section 409A. (a) This 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 of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Employer nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that any other amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable hereunder by reason of the Executive’s disability or termination of employment, such amount or benefit will not be payable or distributable to the Executive by reason of such circumstance unless (i) the circumstances giving rise to such disability or termination of employment, as the case, may be, meet any description or definition of “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any amount upon a disability or termination of employment, however defined. If this 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 “disability” or “separation from service,” as the case, may be, or such later date as may be required by subsection (c) below. (c) Notwithstanding anything in this Agreement to the contrary, if and to the extent any amount or benefit that Code would constitute non-exempt “deferred compensation” for purposes of Section 409A is deemed to apply to any benefit of the Code would otherwise be payable or distributable under this Agreement, it is the general intention Agreement by reason of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Employer under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of (A) a date no later than thirty (30) days following the Executive’s death, or (B) the first day of the seventh month following the Executive’s separation from service; and (ii) if earlier). To the extent payment or distribution is payable over time, the amount of such non-exempt deferred compensation that Executive becomes subject to would otherwise be payable during the six-month delay ruleperiod immediately following the Executive’s separation from service will be accumulated and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of (A) a date no later than thirty (30) days following the Executive’s death, all payments or (B) the first day of deferred compensation subject to Code Section 409A that would have been made to Executive during the six months seventh month following his the Executive’s separation from service, if any, whereupon the accumulated amount will be accumulated paid or distributed to the Executive and paid to Executive during the seventh month following his separation from service, and normal payment or distribution schedule for any remaining payments due or distributions 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 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 faithresume.

Code Section 409A. The parties intend that payments and benefits under this Agreement to be exempt from or comply with Internal Revenue Code Section 409A and the regulations and guidance thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement will be interpreted to be in compliance with Code Section 409A. (a) To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification will be made in good faith and will, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest or penalty that may be imposed on the Employee by reason of Code Section 409A or damages for failing to comply with Code Section 409A. For purposes of compliance with Code Section 409A, each payment subject to Code Section 409A (or intended to satisfy an exception under Code Section 409A including payment under Sections 4.2(b) and 4.2(d) of this Agreement) will be treated as a separate payment, and the right to a series of installment payments under this Agreement will be treated as a right to a series of separate payments. (b) To the extent that payments under the Agreement that are payable upon the Employee’s termination of employment constitute “nonqualified deferred compensation” that is subject to Code Section 409A, a termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for any such payment 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 means “separation from service.” (c) Notwithstanding any other provision in this Agreement payment schedule provided herein to the contrary, if and to the extent that Code Section 409A Employee is deemed to apply to any benefit under this Agreement, it is on the general intention date of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined termination to be a “specified employee” (as defined within the meaning of that term under Code Section 409A409A (or the Company has opted to treat all employees as “specified employees”), then any payment of that is considered “nonqualified deferred compensation subject to compensation” under Code Section 409A to be made to Executive upon payable on account of a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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” as defined under Code Section 409A if and will not be made until the date which is the earlier of: (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Employee, and (ii) the date of the Employee’s death, to the extent required under Code Section 409A. Whenever 409A (the delay referred to as the “Delay Period”). (d) Upon the expiration of the Delay Period, all payments under the Agreement are delayed pursuant to be made this Section 9.9 (whether they would have otherwise been payable in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) single sum or in installments in the event that Code Section 409A requires that any special terms, provisions, or conditions absence of such delay) will be included paid to the Employee in this Agreement, then such terms, provisionsa lump sum (with no accrued interest), and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in all remaining payments due under this Agreement shall will be construed paid or provided in accordance with Code Section 409A if and the normal payment dates specified for them herein. (e) Any reimbursements by the Company to the extent requiredEmployee of any eligible expenses under this Agreement that are not excludable from the Employee’s income for U.S. federal income tax purposes (the “Taxable Reimbursements”) shall be made by no later than the last day of the taxable year of the Employee following the year in which the expense was incurred. FurtherThe amount of any Taxable Reimbursements, and the value of any in-kind benefits to be provided to the Employee, during any taxable year of the Employee shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of the event that this Agreement or any benefit thereunder shall be deemed not Employee. The right to comply with Code 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, decisionsTaxable Reimbursement, or determinations made in good faithin-kind benefits, shall not be subject to liquidation or exchange for another benefit.

Code Section 409A. Notwithstanding (i). If any other provision in of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause you to the contrary, if and to the extent that incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, if such reformation is deemed permissible under Code Section 409A and after consulting with you, reform such provision to apply comply with Code Section 409A; provided, that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to you of the applicable provision without violating the provisions of Code Section 409A. This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under this Agreement become subject to (a) the gross income inclusion set forth within Section 409A(a)(1)(A) of the Code or (b) the interest and additional tax set forth within Section 409A(a)(1)(B) of the Code (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A Penalties. Notwithstanding the foregoing, nothing herein is intended to guarantee the tax treatment of any benefit under payments or benefits to be paid or provided to you pursuant to this Agreement or otherwise. (ii). Notwithstanding anything to the contrary in this Agreement, it is to the general intention of maximum extent permitted by applicable law, the Corporation that such benefits shallseverance payments payable to you pursuant to this Agreement shall be made in reliance upon Treasury Regulation Section 1.409A- 1(b)(9)(iii) (relating to separation pay plans) or Treasury Regulation Section 1.409A- 1(b)(4) (relating to short-term deferrals). However, to the extent practicable, comply with, or be exempt from, any such payments are treated as “non-qualified deferred compensation” subject to Code Section 409A, and this Agreement shall, notwithstanding any provision to the extent practicablecontrary in this Agreement, be construed in accordance therewith. Deferrals if you are deemed on the Date of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined Termination to be 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), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before ) or (B) the date that is six months after Executive’s separation from service of your death (or death, if earlierthe “Delay Period”). To Upon the extent that Executive becomes subject to expiration of the six-month delay ruleDelay Period, all payments of deferred compensation subject and benefits delayed pursuant to Code this Section 409A that 11(b)(ii) (whether they would have otherwise been made payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed 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 serviceyou in a lump sum, and any remaining payments due will under this Agreement shall be made paid or provided in their ordinary course as described 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. For the purposes herein, the phrase references to a “termination,” “termination of employment” or similar phrases will be interpreted in accordance with the term like terms shall mean “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 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. Notwithstanding 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 Payments made pursuant to this Agreement that are otherwise intended to be exempt from Code Section 409A in a manner that would cause or otherwise comply with the provisions of Code Section 409A to apply the extent applicable. The Program and this Agreement shall not be permitted unless such deferrals administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are in compliance subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Director’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. In To the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined extent required to be a “specified employee” (as defined avoid accelerated taxation and/or tax penalties under Code Section 409A)409A and applicable guidance issued thereunder, any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may the Director shall not be made before deemed to have had a Termination unless the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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 Director has incurred a “separation from service” as defined under Code Section 409A in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Director’s Termination shall instead be paid on the first business day after the date that is six months following the Director’s Termination (or upon the Director’s death, if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for earlier). 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 shall409A, to the extent practicableapplicable, all payments provided hereunder shall be deemed treated as a right to a series of separate payments and each separately identified amount to which the Director is entitled under this Agreement shall be treated as a separate payment. Although this Agreement and the payments provided hereunder are intended to be made exempt from or otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Director (or any other individual claiming a part benefit through the Director) for any tax, interest, or penalties the Director may owe as a result of compensation paid under this Agreement, and (ii) terms used in this Agreement the Company and its Subsidiaries shall be construed in accordance with have no obligation to indemnify or otherwise protect the Director from the obligation to pay any taxes pursuant to 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 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.(US) (2021)

Code Section 409A. Notwithstanding 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 Company that such benefits shallwill, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shallwill, 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 will not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation 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” (as defined under Code Section 409A), any payment of that is deemed to be deferred compensation subject to under Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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 her separation from serviceservice that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to Executive during the seventh month following his 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, provisions or conditions be included in this Agreement, then such terms, provisions, provisions and conditions shallwill, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall will be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall will be deemed not to comply with Code Section 409A, then neither the CorporationCompany, the Board, the Compensation Committee, Committee nor its or their designees or agents shall will be liable to Executive any participant or other person for actions, decisions, decisions or determinations made in good faith.

Code Section 409A. Notwithstanding 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 Executive the Employee is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive the Employee upon a separation from service may not be made before the date that is six months after Executivethe Employee’s separation from service (or death, if earlier). To the extent that Executive 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 Executive the Employee during the six months following his separation from service, if any, will be accumulated and paid to Executive 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, provisions or conditions be included in this Agreement, then such terms, provisions, 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 Section 409A, then neither the Corporation, the Board, the Compensation Committee, Committee nor its or their designees or agents shall be liable to Executive Employee or other person for actions, decisions, decisions or determinations made in good faith.

Code Section 409A. Notwithstanding any other provision in this Agreement to the contrary, if and to (a) 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 terms and conditions contained herein which were modified by this amended and restated Agreement constitute an amendment or modification of the extent practicable, comply with, time or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals manner of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in payment under a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” non-qualified deferred compensation plan (as defined under Code Section 409A), any payment of 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 subject 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 any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be made deferred compensation shall be subject to Executive upon a separation from service may not be made before six (6) month delay following the date that is six months after ExecutiveEmployee’s separation from service (or death, if earlier)service. To the extent that Executive becomes subject to the six-month delay ruleFor purposes of Code Section 409A, all installment payments of deferred compensation subject made hereunder, or pursuant to Code Section 409A that would have been made to Executive during the six months following his separation from serviceanother plan or arrangement, 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be 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 separate lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 409A. Further416(i), (i) in “compensation” shall mean Employee’s W-2 compensation as reported by 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 Bank for 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 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 faithparticular calendar year.

Code Section 409A. Notwithstanding anything to the contrary, this Award is intended to be exempt from or comply with the requirements of Code Section 409A and shall be interpreted in a manner consistent with such intention. In the event that any provision of the Plan or the Agreement is determined by the Committee to not comply with the applicable requirements of Code Section 409A or the applicable SMRH:410281977.1 - 4 - 26YX-159935 regulations and other provision guidance issued thereunder, the Committee shall have the authority to take such actions and to make such changes to the Plan or the Agreement as the Committee deems necessary to comply with such requirements. Any payment made pursuant to this Award shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. Notwithstanding the foregoing or anything in this the Plan or the 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, upon your “separation from service” (as defined in 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 ) you are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be then considered a “specified employee” (as defined under in Code Section 409A), any then solely to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, Electro Rent shall defer payment of “nonqualified deferred compensation compensation” subject to Code Section 409A to be made to Executive upon payable as a result of and within six (6) months following such separation from service may not be made before until the date that is six months after Executive’s separation from service earlier of (or death, if earlier). To i) the extent that Executive becomes subject to first business day of the six-seventh 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 your 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” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 ten (10) days after Electro Rent receives written confirmation of your death. Any such delayed payments shall be construed in accordance with Code Section 409A if made without interest. While it is intended that all payments and to benefits provided under the extent required. Further, in the event that Plan or this Agreement Award will be exempt from or any benefit thereunder shall be deemed not to comply with Code Section 409A, then neither Electro Rent makes no representation or covenant to ensure that the Corporation, payments under the Board, Plan or the Compensation Committee, nor its Award are exempt from or their designees or agents compliant with Code Section 409A. In no event whatsoever shall Electro Rent be liable if a payment or benefit under the Plan or the Award is challenged by any taxing authority or for any additional tax, interest or penalties that may be imposed on you by Code Section 409A or any damages for failing to Executive comply with Code Section 409A. You will be entirely responsible for any and all taxes on any benefits payable to you as a result of the Plan or other person for actions, decisions, or determinations made in good faiththe Award.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement to or the contraryPlan, if and the Corporation, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Corporation makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A is deemed and makes no undertaking to apply preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any benefit person to take action against the Corporation or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, it is and neither the general intention Corporation nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the Corporation that such benefits shall, to the extent practicable, comply with, or be short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and this Agreement shall, to if the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Participant is a “Specified Employee” (within the meaning set forth 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 409A(a)(2)(B)(i)) as of the event that date of 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” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a Participant’s separation from service may (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made before on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to date of 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 with 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 balance of the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted shares issued thereafter in accordance with the term “separation from service” as defined under Code Section 409A original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the extent required imposition of taxation under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such Each installment shall be deemed to be of shares that vests is a “separate payment payment” for purposes of Code Treasury Regulation 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 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 faith1.409A-2(b)(2).

Code Section 409A. Notwithstanding any other provision in (a) The intent of the parties is that payments and benefits under 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, Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, and this Agreement shallaccordingly, to the maximum extent practicablepermitted, 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 shall be interpreted to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In therewith. (b) If the event Chairman is deemed on the date 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 his services under this Agreement terminate to be a “specified employee” (as defined within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any payment of that is considered “nonqualified deferred compensation subject to compensation” under Code Section 409A to payable on account of a “separation from service,” such payment or benefit shall be made to Executive upon a 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 may not be made before service” of the Chairman, and (B) the date that is six months after Executiveof the Chairman’s separation from service death (or death, if earlierthe “Delay Period”). To Upon the extent that Executive becomes subject to expiration of the six-month delay ruleDelay Period, all payments of deferred compensation subject and benefits delayed pursuant to Code this Section 409A that 13(b) (whether they would have otherwise been made payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed 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 serviceChairman in a lump sum, and any remaining payments and benefits due will under this Agreement shall be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “termination of employment” paid or similar phrases will be interpreted provided in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate normal payment dates specified for them herein. For purposes of Code Section 409A. Further409A, the Chairman’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may the Chairman, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) in the event that Code Section 409A requires that any special termsright to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, 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 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 this Agreement 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 construed made on or before the last day of the Chairman’s taxable year following the taxable year in accordance with Code Section 409A if and to which the extent required. Further, in the event that this Agreement 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 liable to Executive or other person for actions, decisions, or determinations made in good faithexpense was occurred.

Code Section 409A. (a) This 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 Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisors shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding any other provision anything in this Agreement to the contrary, if and to the extent that Code any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A is deemed of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder, or a different form of payment of such Non-Exempt Deferred Compensation would be effected, by reason of a change in control or the Employee’s disability or termination of employment, such Non-Exempt Deferred Compensation will not be payable or distributable to apply the Executive, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such change in control, disability or termination of employment, as the case may be, meet any description or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any Non-Exempt Deferred Compensation upon a change in control, disability or termination of employment, however defined. If this provision prevents the payment or distribution of any Non-Exempt Deferred Compensation, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “change in control event”, “disability” or “separation from service,” as the case may be, or such later date as may be required by subparagraph (c) below. If this provision prevents the application of a different form of payment of any amount or benefit, such payment shall be made in the same form as would have applied absent such designated event or circumstance (c) Notwithstanding anything is this Agreement to the contrary, if any amount or benefit that would constitute Non- Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement, it is the general intention Agreement by reason 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 Employee’s separation from service during a period in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in which he is a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” Specified Employee (as defined under Code Section 409Abelow), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3 (j)(4)(ii) (domestic relations order), ( j ) (4) (iii)(conflicts of interest), or (j) (4) (vi) (payment of deferred compensation subject to Code Section 409A to employment taxes) : (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be made to Executive upon a payable during the six-month period immediately following Employee ‘s separation from service may not will be made before accumulated through and paid or provided on the date that is six months after first day of the seventh month following Executive’s separation from service (or deathor, if earlierExecutive dies during such period, within 30 days after Executives death) (in either case, the “Required Delay Period”). To ; and (ii) 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 normal payment or distribution schedule for any remaining payments due or distributions will be made in their ordinary course as described in this Agreement. For resume at the purposes herein, -end of the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 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 faithRequired Delay Period.

Code Section 409A. (a) Benefits payable under this Amendment are intended to be exempt from the requirements of Section 409A of the Internal Revenue Code (the “Code”) as a short-term deferral and/or as exempt separation pay to the maximum extent permitted under Section 409A of the Code and this Amendment shall be construed consistent with that intent. Notwithstanding any other provision in of 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 shallAmendment, to the extent practicableany benefits payable hereunder are not exempt from the requirements of Section 409A of the Code, this Amendment shall be construed and interpreted to comply with, or be exempt from, Code with Section 409A409A of the Code, and this Agreement shallif necessary, any provision shall be held null and void to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant such provision (or part thereof) fails to this Agreement that are otherwise exempt from Code comply with Section 409A in a manner that would cause of the Code or regulations thereunder. (b) For purposes of the limitations on nonqualified deferred compensation under Section 409A to apply of the Code, each payment of nonqualified deferred compensation under the Amendment shall not be permitted unless treated as a separate payment of such deferrals are in compliance with or otherwise exempt 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. In the event that the Corporation (or a successor thereto) has any stock which 409A), Employee is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code within the meaning of Treasury Regulation Section 409A1.409A-1(i), then to the extent that any payment 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 subject to Code for purposes of Section 409A and is considered for purposes of Section 409A to be made owed to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six-month delay rule, all payments Employee by virtue 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, then such amount or benefit will not be accumulated and paid to Executive or provided during the seventh six-month period following his 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, and 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 remaining payments due will additional tax, interest or penalties that may be made in their ordinary course as described in this Agreement. For imposed on the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Employee by Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 damages for failing to comply with Code Section 409A409A. (e) If payment of any amount of “deferred compensation” (as defined under Section 409A of the Code, then neither after giving effect to the Corporationexemptions thereunder) is contingent upon the Employee’s taking any employment related action, including but not limited to, execution of a release and waiver of claims, and if the Boardperiod 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 Compensation Committeeprovisions of the Amendment specifying the date of payment, nor its or their designees or agents any payments contingent on such employment-related action shall be liable to Executive or other person for actions, decisions, or determinations made in good faithsuch following calendar year (regardless of the year of execution of such release) if payment in such following calendar year is required in order to avoid taxes, interest and penalties under Section 409A of the Code.

Code Section 409A. (a) This letter agreement is intended to comply with Code Section 409A and the final regulations and interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and will be administered accordingly. This letter agreement will 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, then such provision will 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 letter agreement. Each payment under this letter agreement is intended to be treated as one of a series of separate payments for purposes of Code Section 409A and Treas. Reg. §1.409A-2(b)(2)(iii) (or any similar or successor provisions). Any reimbursement or similar payment required to be paid to you hereunder will be paid by the Company no later than the latest date on which such payment may be made under Code Section 409A and applicable regulations without causing such payment to be deemed deferred compensation subject to Code Section 409A. (b) Except as would cause the imputation of taxes or penalties pursuant to Code Section 409A, then in the event that your separation from service (as defined in Code Section 409A) occurs during the Notice Period, any payments or benefits that you become entitled to pursuant to the ESP or this letter agreement will be made following your termination of employment (after the expiration of the Notice Period) and the ESP and this letter agreement will be construed in accordance with such intent. (c) Notwithstanding 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 you are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be considered a “specified employee” (as defined in Code Section 409A and Treas. Reg. §1.409A-1(c)(i) or any similar or successor provision) and would be entitled to a payment during the six month period beginning on the date of your separation from service that is not otherwise excluded under Code Section 409A)409A under the exception for short-term ▇▇▇▇▇▇▇ ▇▇▇▇▇ May 19, 2014 Page 9 deferrals, separation pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exemption, the payment of deferred compensation subject to Code Section 409A to will not be made to Executive upon a you until the earlier of the six month anniversary of your date of separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the 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, your death and will be accumulated and paid to Executive during on the first day of 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 date of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 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 faithyour termination.

Code Section 409A. Notwithstanding (a) It is the intention of both the Company and Executive that the benefits and rights to which Executive could be entitled pursuant to this Agreement are not subject to Code Section 409A and the provisions of this Agreement shall be construed in a manner consistent with that intention. Should any benefits and rights to which Executive could be entitled pursuant to this Agreement are deemed subject to Section 409A, it is the intention of both the Company and Executive that such benefits and rights comply with Code Section 409A, to the extent that the requirements of Code Section 409A are applicable thereto, and the provisions of this Agreement shall be construed in a manner consistent with that intention. If Executive or the Company believes, at any time, that any such benefit or right that is subject to Code Section 409A does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Code Section 409A (with the most limited possible economic effect on Executive and on the Company). (b) If and to the extent required to comply with Code Section 409A, any payment or benefit required to be paid under this Agreement on account of termination of Executive’s employment, or any other provision term to that effect, shall be made upon Executive incurring a “separation from service” within the meaning of Code Section 409A. (c) Notwithstanding anything 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 Executive is determined to be a “specified employee” (as defined under described in Code Section 409A), and any payment of or benefit payable pursuant to this Agreement constitutes deferred compensation under Code Section 409A, then the Company and the Executive shall cooperate in good faith to undertake any actions that would cause such payment or benefit not to constitute deferred compensation under Code Section 409A. In the event that, following such efforts, the Company determines (after consultation with its counsel) that such payment or benefit is still subject to the six-month delay requirement described in Code Section 409A 409A(2)(b) in order for such payment or benefit to be made to Executive upon a separation from service may not comply with the requirements of Code Section 409A, then no such payment or benefit shall be made before the date that is six months after the Executive’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” (as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made described in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that 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 Section 409A) (or, then neither the Corporationif earlier, the Board, date of the Compensation Committee, nor its Executive’s death). Any payment or their designees or agents benefit delayed by reason of the prior sentence shall be liable paid out or provided in a single lump sum at the end of such required delay period in order to Executive or other person for actions, decisions, or determinations made in good faithcatch up to the original payment schedule.

Code Section 409A. Notwithstanding (a) To the extent that any other provision of the terms and conditions contained herein which were modified by Amendment Number 1 (the “Amendment”) constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A (and the guidance issued thereunder) (collectively referred to herein as “Code Section 409A”)), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement, as amended by the Amendment, constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A so as not to subject Executive to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement to the contraryshall be interpreted, if 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 is deemed would result in the Executive being subject to apply to any benefit payment of additional income taxes or interest 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 the parties agree to amend the Agreement shallto 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 any provision in the Agreement to the contrary if, as of the effective date of Executive’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be construed deferred compensation shall be subject to a six (6) month delay following the Executive’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 earlier, the date of death of the Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Executive in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 409A in a manner that would cause Code Section 409A 416(i) without regard to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that paragraph (5) thereof), as determined by the Corporation based upon the 12-month period ending on each December 31st (or a successor thereto) has any stock which such 12-month period is publicly traded on an established securities market or otherwise and referred to below as the “identification period”). If Executive is determined to be a “specified employee” (as defined key employee under Code Section 409A), any payment 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before this Agreement during the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six12-month delay rule, all payments period that begins on the April 1 following the close 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 Agreementsuch identification period. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined determining whether Executive is a key employee under Code Section 409A if 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Corporation for a particular calendar year.” All other terms and to the extent required under Code Section 409A. Whenever payments under conditions of the Agreement are to be made remain in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then such terms, provisions, full force 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 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 faitheffect.