Common use of Code Section 409A Clause in Contracts

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. This The provisions of this Agreement shall and all payments made pursuant to this Agreement are intended to comply with, and should be interpreted to avoid any penalty sanctions under so that they are consistent with, the requirements of Section 409A of the Code and the final regulations Code, and any related regulations or other applicable guidance promulgated thereunder (collectively, “Section 409A”). If It is the intent of the parties hereto that all severance payments and benefits provided pursuant to this Agreement qualify as short-term deferrals, as defined in Treasury Regulation §1.409A-1(a)(4), separation pay due to an involuntary separation from service under Treasury Regulation §1.409A-1(b)(9)(iii), and/or limited payments, as defined in Treasury Regulation §1.409A-1(b)(9)(v)(D)). Notwithstanding the foregoing, if (i) it is determined that any payment payments or benefit cannot be benefits provided or made at the time specified herein without incurring sanctions under pursuant to this Agreement that are paid upon separation from service (as that term is used in Section 409A) constitute deferred compensation for purposes of Section 409A (after taking into account the exception for short-term deferrals set forth in Treasury Regulation §1.409A-1(a)(4), then such benefit or payment shall be provided the exception for separation pay due to an involuntary separation set forth in full at Treasury Regulation §1.409A-1(b)(9)(iii), the earliest time thereafter when such sanctions will not be imposed. All exception for limited payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under as set forth in Treasury Regulation §1.409A-1(b)(9)(v)(D) and/or any other applicable exception from Section 409A. Notwithstanding anything to 409A) and (ii) the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive Employee is a “specified employee,” within as determined under the meaning of Section 409ACompany’s policy for determining specified employees, and on the deferral of date on which the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1)separation from service occurs, then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in no such payments or benefits ultimately paid or shall be provided prior to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs business day after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of ExecutiveEmployee’s termination of employment with or, if the Company or (y) the first payroll date that occurs after the date that is Employee dies during such six (6) months following Executivemonth period, on the first business day after the date of the Employee’s death. The first payment that can be made shall include the cumulative amount of any amounts that could not be paid during such six (6) month period. In addition, interest will accrue at the 10-year T-xxxx rate (as in effect as of the first business day of the calendar year in which the termination of employment occurs) on all payments not paid to the Employee prior to the first business day after the six (6) month anniversary of termination of employment that otherwise would have been paid during such six (6) month period had this delay provision not applied to the Employee and shall be paid with the first payment after such six (6) month period. For all purposes under this Agreement, references to termination of employment, employment termination or words of similar import shall be interpreted to mean “separation of from service,” with the Company. For these purposes, each severance payment or benefit as that term is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under used in Section 409A, and any ambiguities herein will the Employee’s employment shall in no event be interpreted deemed to so comply. The Company have terminated unless and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition until a separation from service shall have occurred for purposes of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).409A.

Code Section 409A. This It is intended that each installment of the payments and benefits provided for in this Agreement shall be interpreted is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in this Agreement satisfy, to avoid any penalty sanctions under the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code and of 1986, as amended (the final regulations and “Code”) (Section 409A of the Code, together, with any guidance promulgated thereunder (state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). If any payment or benefit cannot be However, if the Company (or, if applicable, the successor entity thereto) determines that the severance payments and benefits provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a (the “separation of serviceAgreement Payments”) constitute “deferred compensation” under Section 409A. Notwithstanding anything to 409A and Executive is, on the contrary in this Agreementdate of his or her Separation from Service, if at the time of Executive’s termination of employment, Executive is a “specified employee” within of the meaning Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, and the deferral timing of the commencement of any severance payments or benefits otherwise payable pursuant Severance Benefits described in Section 4(b) shall be delayed as follows: on the earlier to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser occur of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following and one day after Executive’s “separation of service” with the Company Separation from Service or (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (xii) Executive’s death following the date of Executive’s termination of employment with death (such earlier date, the “Delayed Initial Payment Date”), the Company (or (ythe successor entity thereto, as applicable) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as shall pay to Executive a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject lump sum amount equal to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and applicable benefit that Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition would otherwise have received through the Delayed Initial Payment Date if the commencement of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under the benefit had not been so delayed pursuant to this Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C9(j).

Code Section 409A. This Notwithstanding any provision of this Agreement shall be interpreted to avoid any penalty sanctions under the contrary, if, at the time of Employee's termination of employment with the Company, Employee is a "specified employee" (as defined in Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, Code) and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1)409A of the Code, then the Company will not commence any defer the commencement of the payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to ExecutiveEmployee) that (a) will not and may could not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s Employee's termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s Employee's then annual compensation or (ii) two (2) times the limit on compensation then set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “Employee's "separation of service” " with the Company (as defined under Code Section 409A). If any payments are delayed deferred due to such requirements, such amounts will be paid in a lump sum to Executive Employee on the earliest of (xa) Executive’s Employee's death following the date of Executive’s Employee's termination of employment with the Company or (yii) the first payroll date that occurs after the date that is six (6) months following Executive’s “Employee's "separation of service” " with the Company. For these purposes, each severance payment or benefit is hereby designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision paragraph is intended to comply with the requirements of Code Section 409A of the Code so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, 409A of the Code and any ambiguities herein will be interpreted to so comply. The Employee and the Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute Employee under Section 409A a delay or acceleration in a payment or a change in of the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)Code.

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄21/2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. This It is intended that any amounts payable under this Agreement shall either be interpreted to avoid any penalty sanctions under exempt from or comply with Section 409A of the Code and (including the final Treasury regulations and any other published guidance promulgated thereunder relating thereto) (“Code Section 409A”)) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A and any ambiguities herein will be interpreted to ensure that such payments and benefits be so exempt or, if not so exempt, comply with Section 409A of the Code. If To the extent that any payment amount payable under this Agreement would trigger the additional tax, penalty or benefit cannot be provided or made at the time specified herein without incurring sanctions under interest imposed by Code Section 409A, then such benefit or payment this Agreement shall be provided in full at the earliest time thereafter when modified to avoid such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything additional tax, penalty or interest yet preserve (to the contrary in this Agreement, if at nearest extent reasonably possible) the time of intended benefit payable to the Executive’s termination of employment, . If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 409A, and the deferral 1.409A-1(i) as of the commencement of Termination Date, the Executive shall not be entitled to any severance payments payment or benefits otherwise payable benefit pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then 3.1(b) until the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser earlier of (i) two (2) times Executive’s then annual compensation the date which is six months after the Termination Date, or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) date of the Code for the year in which Executive’s employment is terminated death. The provisions of this Section 18 shall only apply if, and will to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to the Executive upon or in the six month period following the Executive’s Termination Date that are not so paid by reason of this Section 18 shall be paid by the end of the second calendar year following the year (without interest) as soon as practicable (and in which the termination occurs, until the first payroll date that occurs all events within five days) after the date that is six (6) months following after the Executive’s “separation of service” with the Company Termination Date (or, if earlier, as defined under Code Section 409A). If any payments are delayed due to such requirementssoon as practicable, such amounts will be paid and in a lump sum to Executive on the earliest of (x) Executive’s death following all events within five days, after the date of the Executive’s termination death). Each series of employment with the Company or (y) the first payroll date that occurs after the date that installment payments made under this Agreement is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is hereby designated as a series of “separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with payments” within the requirements meaning of Code Section 409A so that none 409(A) of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)Code.

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2½) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. This Agreement shall be interpreted It is intended that all of the payments satisfy, to avoid any penalty sanctions under the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Code and the final regulations and Employee’s right to receive any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All installment payments to be made upon a termination of employment under this Agreement may (whether severance payments, reimbursements or otherwise) will be made only upon treated as a “separation right to receive a series of service” under Section 409A. separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding anything any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of Executive’s termination of employment, Executive is separation from service to be a “specified employee” within for purposes of Code Section 409A(a)(2)(B)(i), and if any of the meaning payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, and the deferral of the commencement of any severance such payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or be provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after Employee prior to the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser earliest of (i) two (2) times Executive’s then annual compensation or the expiration of the six-month period measured from the Termination Date, (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) date of the Code for the year in which ExecutiveEmployee’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll death or (iii) such earlier date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined permitted under Code Section 409A)409A without the imposition of adverse taxation. If any payments are delayed due Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to such requirements, such amounts this Paragraph 18(c) will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409AEmployee, and any ambiguities remaining Payments due will be paid as otherwise provided herein or in the applicable agreement. No interest will be due on any amounts so deferred. Notwithstanding any other provision herein to the contrary, in the event of any ambiguity in the terms of this Agreement, such term(s) will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done at all times administered in a manner that complies avoids the inclusion of compensation in income under Code Section 409A, or the payment of increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend all payments and benefits hereunder to be in compliance with Code Section 409A(a)(4)(C).409A.

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A It is the intent of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments either meet an exception from or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none ("Section 409A") of the severance payments Internal Revenue Code of 1986, as amended, and benefits to be provided hereunder will be subject to any rulings and regulations promulgated thereunder (collectively, the additional tax imposed under Section 409A"Code"), and any ambiguities herein will be so interpreted and this Agreement will be so administered. References to so complya termination of employment in Section 6 and/or 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Section 409A(a)(2)(A)(i). If the Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) at the time of the Executive's termination of employment, any nonqualified deferred compensation subject to Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive's "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive's separation from service or, if earlier, the date of Executive's death. Any such "nonqualified deferred compensation" shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of harmless for any additional tax or income recognition prior to actual payment to interest penalty payable amount by the Executive under on account of a violation of Section 409A. Notwithstanding anything Any payment by the Company of such amount shall include a "gross-up" payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the "gross-up" payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of Section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the contrary set forth taxing authority and not later than the end of Executive's taxable year next following the taxable year in which the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this Agreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments made pursuant to this agreement will not result in additional taxation of the Executive pursuant to the extent provisions of Section 409A. The Executive agrees that any she will not withhold her consent under this Section 20 if the proposed amendment to does not materially adversely affect the Executive's rights under this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)Agreement.

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A It is the intent of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments either meet an exception from or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none ("Section 409A") of the severance payments Internal Revenue Code of 1986, as amended, and benefits to be provided hereunder will be subject to any rulings and regulations promulgated thereunder (collectively, the additional tax imposed under Section 409A"Code"), and any ambiguities herein will be so interpreted and this Agreement will be so administered. References to so complya termination of employment in Section 6 and/or 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive's termination of employment, any nonqualified deferred compensation subject to Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive's "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive's separation from service or, if earlier, the date of Executive's death. Any such "nonqualified deferred compensation" shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of harmless for any additional tax or income recognition prior to actual payment to interest penalty payable amount by the Executive under on account of a violation of Section 409A. Notwithstanding anything Any payment by the Company of such amount shall include a "gross-up" payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the "gross-up" payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of Section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the contrary set forth taxing authority and not later than the end of Executive's taxable year next following the taxable year in which the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this Agreement, to with the extent consent of the Executive, as the Company determines is necessary or advisable so that any amendment payments made pursuant to this Agreement with respect will not result in additional taxation of the Executive pursuant to the payment provisions of any severance payments or benefits would constitute Section 409A. The Executive agrees that he will not withhold his consent under this Section 409A a delay or acceleration in a payment or a change in 20 if the form of payment, then such proposed amendment must be done in a manner that complies with Section 409A(a)(4)(C)does not materially adversely affect the Executive's rights under this Agreement.

Code Section 409A. This Agreement shall at all times be interpreted and operated in compliance with Section 409A of the Code. The parties intend that the payments and benefits under this Agreement will qualify for any available exceptions from coverage under Code Section 409A and this Agreement shall be interpreted to avoid any penalty sanctions under Section 409A accordingly. Without limiting the generality of the Code foregoing and notwithstanding any other provision of this Agreement to the final regulations contrary, (i) with respect to any payments and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment benefits under this Agreement may be made only upon a to which Code Section 409A applies, all references in this Agreement to termination of Executive’s employment are intended to mean Executive’s “separation of from service” within the meaning of Code Section 409A(a)(2)(A)(i), (ii) each payment made under Section 409A. Notwithstanding anything this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, (iii) each such payment that is made within two and one-half (2-1/2) months following the contrary in this Agreement, if at end of the time calendar year that contains the date of Executive’s termination is intended to be exempt from Code Section 409A as a short-term deferral within the meaning of employmentthe final regulations under Code Section 409A, (iv) each such payment that is made later than two and one-half (2-1/2) months following the end of the calendar year that contains the date of Executive’s termination is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that is made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, and the deferral of the commencement of any severance payments or benefits amounts that would otherwise be payable pursuant to under this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then during the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year six-month period immediately following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will separation from service shall not be paid by to Executive during such period, but shall instead be accumulated and paid to Executive (or, in the end event of the second calendar year following the year Executive’s death, to Executive’s estate) in which the termination occurs, until a lump sum on the first payroll date that occurs business day after the earlier of the date that is six (6) months following Executive’s “separation of service” with from service or Executive’s death. To the Company (as defined extent any reimbursements or in-kind benefits due to Executive under this Agreement are subject to Code Section 409A). If , (i) the expenses eligible for reimbursement or the in-kind benefits provided in any payments are delayed due to such requirements, such amounts given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the reimbursement of an eligible expense must be paid in a lump sum to Executive on made no later than the earliest last day of (x) Executive’s death calendar year following the date of Executive’s termination of employment with calendar year in which the Company or expense was incurred; and (yiii) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment right to reimbursements or benefit is designated as a separate payment in-kind benefits cannot be liquidated or benefit and will not collectively be treated as a single payment or exchanged for any other benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. This Agreement shall and the Award are intended to comply with, or otherwise be interpreted to avoid any penalty sanctions under exempt from, Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If This Agreement and the Award shall be administered, interpreted, and construed in a manner consistent with Section 409A or an exemption therefrom. Should any payment provision of this Agreement or benefit canthe Award be found not to comply with, or otherwise be provided exempt from, the provisions of Section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or made at appropriate to comply with, or to effectuate an exemption from, Section 409A. Without limiting the time specified foregoing and notwithstanding anything contained herein without incurring sanctions to the contrary, to the extent required in order to avoid accelerated taxation, additional taxes or tax penalties under Section 409A, then such benefit or payment shall amounts that would otherwise be payable and benefits that would otherwise be provided in full pursuant to this Agreement during the six-month period immediately following the Participant’s separation from service shall instead be paid on the first business day after the date that is six months following the Participant’s termination date (or death, if earlier), with interest from the date such amounts would otherwise have been paid at the earliest short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of the Code, for the month in which payment would have been made but for the delay in payment required to avoid the imposition of accelerated taxation, additional taxes or tax penalties on the Participant under Section 409A. In the event the Award under this Agreement is determined to be subject to Section 409A, any payment triggered by a Change of Control will be made only if, in connection with the Change of Control, there occurs a change in the ownership of the Company, a change in the effective control of the Company, or a change in ownership of a substantial portion of the assets of the Company as all such terms are defined in Treasury Regulation Section 1.409A-3(i)(5). In the event payment is not allowed by operation of the immediately preceding sentence, payment will be made within sixty (60) days of the earlier to occur of (A) the applicable payment date set forth in the Notice or (B) the occurrence of a permissible time thereafter when such sanctions will not be imposed. All or event that could trigger a payment without violating Section 409A. Any payments to be made under this Agreement upon a termination of employment under this Agreement may shall only be made only upon if such termination of employment constitutes a “separation of from service” under Section 409A. Notwithstanding anything to the contrary in this Agreementforegoing, if at the time of Executive’s termination of employment, Executive is a “specified employee” within Company makes no representations that the meaning of Section 409A, payments and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to provided under this Agreement as a result of such termination of employment is necessary comply with Section 409A and in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with no event shall the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation any of service” with the Company. For these purposes, each severance payment its Affiliated Entities be liable for all or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition portion of any additional tax taxes, penalties, interest or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to other expenses that may be incurred by the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment Participant on account of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies non-compliance with Section 409A(a)(4)(C).409A.

Code Section 409A. This It is intended that all of the benefits and payments under this Agreement shall be interpreted satisfy, to avoid any penalty sanctions under the greatest extent possible, the exemptions from the application of Code Section 409A of provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A- 1(b)(9), and this Agreement will be construed to the Code and the final regulations greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any guidance promulgated thereunder definitions hereunder) will be construed in a manner that complies with Code Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Code Section 409A (“including, without limitation, for purposes of Treasury Regulation Section 409A”1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. If Notwithstanding any payment or benefit cannot be provided or made provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein without incurring sanctions and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All timing of the payments to be made upon a termination Separation from Service will be delayed as follows: on the earlier to occur of employment under (i) the date that is six months and one day after the effective date of your Separation from Service, and (ii) the date of the your death (such earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to you a lump sum amount equal to the sum of the payments upon Separation from Service that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this Agreement may paragraph, and (B) commence paying the balance of the payments in accordance with the applicable payment schedules set forth above. No interest will be made only upon a “separation of service” under Section 409A. due on any amounts so deferred. Notwithstanding anything to the contrary in this Agreement, if at you shall be responsible for any taxes imposed on the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral recipient of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that Agreement including without limitation any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute taxes under Section 409A a delay or acceleration in a payment or a change in of the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)Code.

Code Section 409A. This Agreement is intended to comply with Section 409A of the Code, or with an exemption thereto, and, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with that intent. Notwithstanding anything in this Agreement to avoid any penalty sanctions under the contrary, if the Company concludes that the payments described in paragraph 7 are subject to Section 409A of the Code and Code, no such payments will be made prior to Executive’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying the final regulations and any guidance promulgated thereunder (“default rules of Treasury Regulation Section 409A”1.409A-1(h)). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this AgreementIn addition, if at the time payments described paragraph 7 are subject to Section 409A of Executive’s termination of employmentthe Code, and if Executive is a “specified employee” within as defined in Treasury Regulation Section 1.409A-1(i)(1) on the meaning date of his termination of employment, such payments shall not begin until the first day of the seventh month following his “separation from service.” Installment payments shall be treated as separate payments for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii). Executive acknowledges that the Company makes no representations or warranties regarding the tax treatment or tax consequences of any compensation, benefits or other payments made pursuant to this Agreement, including by operation of Section 409A, and the deferral 409A of the commencement Code. Neither the time nor schedule of any severance payments payment under this Agreement may be accelerated or benefits otherwise payable subject to further deferral except as permitted by Section 409A of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. Any expenses that are to be reimbursed pursuant to this Agreement as a result of such termination of employment is necessary in order that are subject to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 409A of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of Code shall: (i) two (2) times be paid no later than the last day of Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar tax year following the tax year in which the termination occurs, until the first payroll date expense was incurred; (ii) not affect or be affected by any other expenses that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If are eligible for reimbursement in any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date other tax year of Executive’s termination of employment with the Company or ; and (yiii) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and liquidation or exchange for any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)other benefit.

Code Section 409A. This The parties hereto intend that the payments and benefits provided in this Agreement shall either will be interpreted to avoid any penalty sanctions under exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or be provided in a manner that complies with Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified ambiguity herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments interpreted so as to be made upon a termination consistent with the intent of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreementparagraph. Further, if at the time of Executive’s termination of employment, Executive is a “specified employee” within (as such term is defined under Section 409A of the meaning Code) at the time of Section 409A, a termination of employment and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement hereunder as a result of such termination of employment is necessary in order to prevent any accelerated recognition of income recognition or additional tax under Section 409A(a)(1)409A of the Code, then the Company will not commence any defer the commencement of the payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is at least six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company (or the earlier date of Executive’s death), whereupon the Company will promptly pay Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to Executive under this Agreement during the period in which such payments or benefits were deferred. In addition, if following the date hereof, the Company or Executive reasonably determines that any amounts or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or (ii) preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (yiii) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments Code and benefits to be provided hereunder will be subject related Department of Treasury guidance. Notwithstanding anything contained herein to the additional tax imposed under Section 409Acontrary, and any ambiguities herein will in no event whatsoever shall the Company be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of liable for any additional tax tax, interest or income recognition prior to actual payment to penalty that may be imposed on Executive under Section 409A. Notwithstanding anything 409A of the Code, or damages for failing to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement comply with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in of the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)Code.

Code Section 409A. This Agreement shall be interpreted (a) Unless otherwise expressly provided, any payment of compensation by the Company to avoid any penalty sanctions under the Executive for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable whether pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1)otherwise, then shall be made on or before the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder fifteenth (but without any reduction in such payments or benefits ultimately paid or provided to Executive15th) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 day of the third (3rd) month following the later of the end of the calendar year following Executive’s termination (or two and one half (2 1⁄2) months after the close end of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year either case in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s right to such payment vests (i.e., is not subject to a “separation substantial risk of serviceforfeiture” with for purposes of Section 409A or unless delay is permitted pursuant to Section 409A. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) by the Company (as defined under Code Section 409A). If any payments to the Executive are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will this Agreement shall be interpreted consistent therewith. Neither the Company nor the Executive, individually or in combination, may accelerate any such deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to so comply. The the earliest date on which it is permitted to be paid under Section 409A. In the event that the Executive is determined to be a “key employee” (as defined in Section 416(i) of the Code (without regard to paragraph (5) thereof)) of the Company or its affiliates at a time when the Company or its affiliates has stock which is deemed to be publicly-traded on an established securities market for purposes of Section 409A, payments determined to be “nonqualified deferred compensation” thereunder and payable following termination of the Executive’s employment with the Company shall be made to the Executive no earlier than the earlier of (i) the last day of the sixth (6th) complete calendar month following the month in which occurs the Executive’s separation from service with the Company and Executive agree its affiliates within the meaning of Code Section 409A, or (ii) the date of the Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to work together in good faith catch up to consider amendments the original payment schedule, without interest thereon. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement and if it would cause the Agreement or any payment hereunder to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition not be in compliance with the requirements of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).409A.

Code Section 409A. This Agreement is intended to comply with Code Section 409A and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted to avoid any penalty sanctions with such intent. Each payment under Section 10 of this Agreement or any Corporation benefit plan is intended to be treated as one of a series of separate payments for purposes of Code Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”Treas. Reg. §1.409A-2(b)(2)(iii). If any Any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit 10 that does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) or a limited payment shall be provided in full at the earliest time thereafter when such sanctions under Treas. Reg. §1.409A-1(b)(9)(v)(D) (or any similar or successor provisions) will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after before the date that is six (6) months following Executive’s “separation after the date of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirementstermination or, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following if earlier, the date of Executive’s termination 's death (the "Six Month Delay Rule") if Executive is a Specified Employee (as defined below) as of his Termination of employment. Payments to which Executive otherwise would be entitled during the first six months following his Termination of employment with (the Company "Six-Month Delay") will be accumulated and paid on the first day of the seventh month following his Termination of employment. Notwithstanding the Six-Month Delay Rule, to the maximum extent permitted under Code Section 409A and Treas. Reg. §1.409A-1(b)(9)(iii) (or any similar or successor provisions), during the Six-Month Delay and as soon as practicable after satisfaction of Section 13 of this Agreement, the Corporation will pay Executive an amount equal the lesser of (A) the total severance scheduled to be provided under Section 10 above, or (yB) two times the lesser of (1) the first payroll date maximum amount that occurs after may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the date year in which Executive's Termination of employment occurs, and (2) the sum of Executive's annualized compensation based upon the annual rate of pay for services provided to the Corporation for the taxable year of Executive preceding the taxable year of Executive in which his Termination of employment occurs; provided that is six (6) months following Executive’s “separation of service” with the Company. For these purposesamounts paid under this sentence will count toward, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single in addition to, the total payment or benefitamount required to be made to Executive by the Corporation under Section 10 above. This provision is intended For purposes of this Agreement, the term "Specified Employee" has the meaning given to comply with the requirements of that term in Code Section 409A so that none of the severance payments and benefits to be provided hereunder Treas. Reg. §1.409A-1(i) (or other similar or successor provisions). The Corporation's "specified employee identification date" (as described in Treas. Reg. §1.409A-1(i)(3) or any similar or successor provisions) will be subject to the additional tax imposed under Section 409ADecember 31 of each year, and the Corporation's "specified employee effective date" (as described in Treas. Reg. §1.409A-1(i)(4) or any ambiguities herein similar or successor provisions) will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition April 1 of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)each succeeding year.

Code Section 409A. This Notwithstanding any provision of this Agreement to the contrary, if the Employee is a “specified employee” as defined in Section 409A of the Code, the Employee shall not be interpreted entitled to avoid any penalty sanctions under payments upon a termination of Employee’s employment until the earlier of (i) the date which is six (6) months after Employee’s separation from service (as such term is defined in Section 409A of the Code and the final regulations and other published guidance thereunder) for any guidance promulgated thereunder reason other than death, or (“Section 409A”)ii) the date of the Employee’s death. If any payment or benefit cannot be provided or made at Any amounts otherwise payable to the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon Employee following a termination of employment under that are not so paid by reason of this Agreement may Section 10.4 shall be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409Apaid as soon as practicable, and the deferral of the commencement of in any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1)event within thirty (30) days, then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executiveafter Employee’s “separation of service” with the Company from service (as defined under Code Section 409A). If any payments are delayed due to such requirementsor, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following if earlier, the date of ExecutiveEmployee’s termination death). The provisions of employment with this Section 10.4 shall only apply if, and to the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposesextent, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended required to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complyCode. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to To the extent that any amendment reimbursements pursuant to this Agreement with respect Section 5.6 or Section 9.5.2.2 are taxable to Employee, any reimbursement payment due to Employee pursuant to such provisions shall be paid to Employee on or before the payment last day of the Employee’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to Section 5.6 or Section 9.5.2.2 are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that Employee receives in one taxable year shall not affect the amount of such reimbursements that Employee receives in any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)other taxable year.

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under For purposes of Code Section 409A of 409A, the Code and the final regulations and other guidance there under and any guidance promulgated thereunder state law of similar effect (collectively “Section 409A”). If any payment or benefit cannot be provided or , each distribution that is made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is hereby designated as a separate payment payment. The Participant and the Company intend that all distributions made or benefit and will not collectively to be treated as a single payment made under this Agreement comply with, or benefit. This provision is intended to comply with are exempt from, the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder distributions will be subject to the additional adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so complycomply or be so exempt. The Company Specifically, any distribution made in connection with the Participant’s Termination and Executive agree paid on or before the 15th day of the 3rd month following the end of the Participant’s first tax year in which the Participant’s Termination occurs or, if later, the 15th day of the 3rd month following the end of the Company’s first tax year in which the Participant’s Termination occurs, shall be exempt from Section 409A to work together the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any additional distribution made in good faith to consider amendments to connection with the Participant’s Termination under this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under shall be exempt from Section 409A. Notwithstanding anything 409A to the contrary set forth in this Agreement, maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be paid no later than the last day of the Participant’s 2nd taxable year following the taxable year in which the Participant’s Termination occurs). Notwithstanding the foregoing, if any of the distributions provided in connection with the Participant’s Termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A- 1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and the Participant is, at the time of the Participant’s Termination, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such distribution will not be made until the first regularly scheduled payroll date of the 7th month after the Participant’s Termination and, on such date (or, if earlier, the date of the Participant’s death), the Participant will receive all distributions that any amendment to would have been made during such period in a single distribution. Any remaining distributions due under this Agreement shall be made as otherwise provided herein. The determination of whether the Participant is a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i) as of the time of such Termination shall made by the Committee in accordance with respect to the payment terms of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).409A.

Code Section 409A. This It is the intent of this Agreement shall be interpreted to avoid any penalty sanctions under either meet an exception from or to comply with the requirements of Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this Agreement will be so administered. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments References to be made upon a termination of employment under in Section 6 and/or 7 of this Agreement may be made only upon shall mean the date of a “separation of from service” under within the meaning of Code Section 409A. Notwithstanding anything to 409A(a)(2)(A)(i). If the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Code Section 409A, and 409A(a)(2)(B)(i) at the deferral time of the commencement Executive’s termination of employment, any severance payments or benefits nonqualified deferred compensation subject to Section 409A that would otherwise have been payable pursuant to under this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later)of, and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until within the first payroll date that occurs after the date that is six (6) months following following, the Executive’s “separation of from service” with and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on date of the earliest of (x) Executive’s death following separation from service or, if earlier, the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s death. Any such “separation of servicenonqualified deferred compensation” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will shall not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the additional tax imposed extent necessary to avoid tax, penalties and/or interest under Section 409A, and any ambiguities herein will be interpreted to so comply. 409A. The Company agrees that it will pay, indemnify and hold the Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of harmless for any additional tax or income recognition prior to actual payment to interest penalty payable amount by the Executive under on account of a violation of Section 409A. Notwithstanding anything Any payment by the Company of such amount shall include a “gross-up” payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of Section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the contrary set forth taxing authority and not later than the end of Executive’s taxable year next following the taxable year in which the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this Agreement, to with the extent consent of the Executive, as the Company determines is necessary or advisable so that any amendment payments made pursuant to this Agreement with respect will not result in additional taxation of the Executive pursuant to the payment provisions of any severance payments or benefits would constitute Section 409A. The Executive agrees that he will not withhold his consent under this Section 409A a delay or acceleration in a payment or a change in 20 if the form of payment, then such proposed amendment must be done in a manner that complies with Section 409A(a)(4)(C)does not materially adversely affect the Executive’s rights under this Agreement.

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under As used in this Agreement, the term “Section 409A” means Section 409A of the Internal Revenue Code and the final regulations of 1986 and any proposed, temporary, or final Treasury Regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under such Section 409A, then such benefit as each may be amended from time to time. Notwithstanding anything in the Plan or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon to the contrary, and at any time, if the then-remaining balance, or any lesser portion of the then-remaining balance, of the Performance Shares are vested on an accelerated basis in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation of from service” under within the meaning of Section 409A. Notwithstanding anything 409A, as determined by NextG), other than due to death, and if (a) the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive Participant is a “specified employee” within the meaning of Section 409A, and 409A at the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result time of such termination as a Service Provider and (b) the payment of employment is necessary such accelerated Performance Shares will result in order to prevent any accelerated income recognition or the imposition of additional tax under Section 409A(a)(1)409A if paid to the Participant on or within the six-month time period after the Participant’s termination as a Service Provider, then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and accelerated Performance Shares will not be paid by the end of the second calendar year following the year in which the termination occurs, made until the first payroll date that occurs after the date that is six (6) months following Executiveand one day after the date on which the Participant was terminated as a Service Provider, unless the Participant dies after the Participant’s “separation of service” with termination as a Service Provider, in which case the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts Performance Shares will be paid in a lump sum Shares to Executive on the earliest of (x) ExecutiveParticipant’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs estate as soon as practicable after the date that is six (6) months following ExecutiveParticipant’s “separation of service” with the Companydeath. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended The parties intend for this Agreement to comply with the requirements of Code Section 409A requirements so that none of the severance payments and benefits to be Performance Shares provided hereunder under this Agreement or the corresponding issuable Shares will be subject to the additional tax imposed under Section 409A, and any ambiguities herein in this Agreement will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)accordingly.

Code Section 409A. This Agreement shall be interpreted It is intended that all of the payments satisfy, to avoid any penalty sanctions under the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Code and the final regulations and Employee’s right to receive any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All installment payments to be made upon a termination of employment under this Agreement may (whether severance payments, reimbursements or otherwise) will be made only upon treated as a “separation right to receive a series of service” under Section 409A. separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding anything any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of Executive’s termination of employment, Executive is separation from service to be a “specified employee” within for purposes of Code Section 409A(a)(2)(B)(i), and if any of the meaning payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, and the deferral of the commencement of any severance such payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or be provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after Employee prior to the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser earliest of (i) two (2) times Executive’s then annual compensation or the expiration of the six-month period measured from the Termination Date, (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) date of the Code for the year in which ExecutiveEmployee’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll death or (iii) such earlier date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined permitted under Code Section 409A)409A without the imposition of adverse taxation. If any payments are delayed due Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to such requirements, such amounts this Paragraph 19(c) will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409AEmployee, and any ambiguities remaining Payments due will be paid as otherwise provided herein or in the applicable agreement. No interest will be due on any amounts so deferred. Notwithstanding any other provision herein to the contrary, in the event of any ambiguity in the terms of this Agreement, such term(s) will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done at all times administered in a manner that complies avoids the inclusion of compensation in income under Code Section 409A, or the payment of increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend all payments and benefits hereunder to be in compliance with Code Section 409A(a)(4)(C).409A.

Code Section 409A. This Agreement shall at all times be interpreted and operated in compliance with Section 409A of the Code. The parties intend that the payments and benefits under this Agreement will qualify for any available exceptions from coverage under Code Section 409A and this Agreement shall be interpreted accordingly. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to avoid the contrary, (i) with respect to any penalty sanctions payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to termination of Executive’s employment are intended to mean Executive’s “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, (iii) each such payment that is made within two and one-half (2-1/2) months following the end of the calendar year that contains the date of Executive’s termination is intended to be exempt from Code and Section 409A as a short-term deferral within the meaning of the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Code Section 409A, then (iv) each such benefit or payment that is made later than two and one-half (2-1/2) months following the end of the calendar year that contains the date of Executive’s termination is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that is made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided in full at for "specified employees" below. If Executive is a "specified employee" within the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination meaning of employment under this Agreement may be made only upon a “separation of service” under Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if 409A at the time of Executive’s termination separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of employment, Executive is a “specified employee” within the meaning of any additional tax under Code Section 409A, and the deferral of the commencement of any severance payments or benefits amounts that would otherwise be payable pursuant to under this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then during the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year six-month period immediately following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will separation from service shall not be paid by to Executive during such period, but shall instead be accumulated and paid to Executive (or, in the end event of the second calendar year following the year Executive’s death, to Executive’s estate) in which the termination occurs, until a lump sum on the first payroll date that occurs business day after the earlier of the date that is six (6) months following Executive’s “separation of service” with from service or Executive’s death. To the Company (as defined extent any reimbursements or in-kind benefits due to Executive under this Agreement are subject to Code Section 409A). If , (i) the expenses eligible for reimbursement or the in-kind benefits provided in any payments are delayed due to such requirements, such amounts given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the reimbursement of an eligible expense must be paid in a lump sum to Executive on made no later than the earliest last day of (x) Executive’s death calendar year following the date of Executive’s termination of employment with calendar year in which the Company or expense was incurred; and (yiii) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment right to reimbursements or benefit is designated as a separate payment in-kind benefits cannot be liquidated or benefit and will not collectively be treated as a single payment or exchanged for any other benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. This If the Company (or, if applicable, the successor entity thereto) determines that the severance payments and benefits provided under this Agreement shall be interpreted to avoid or the Severance Plan (any penalty sanctions such payments, the “Plan Payments”) constitute “deferred compensation” under Code Section 409A (together, with any state law of the Code and the final regulations and any guidance promulgated thereunder (similar effect, “Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, ) and if at the time of Executive’s termination of employment, Executive is a “specified employee” within of the meaning Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, and the deferral timing of the commencement of any severance payments or benefits otherwise payable pursuant Plan Payments will be delayed as follows: on the earliest to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser occur of (i1) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six months and one day after the termination date, and (62) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination death (such earliest date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) will (i) pay to Executive a lump sum amount equal to the sum of employment the Plan Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Plan Payments had not been delayed pursuant to this Section 4.5 and (ii) commence paying the balance of the Plan Payments in accordance with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance applicable payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary schedules set forth in this AgreementAgreement or the Severance Plan, as applicable. Prior to the imposition of any delay on the Plan Payments as set forth above, it is intended that (A) each installment of the Plan Payments be regarded as a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i), (B) all Plan Payments satisfy, to the greatest extent that any amendment to this Agreement with respect possible, the exemptions from the application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), and (C) the Plan Payments consisting of COBRA premiums also satisfy, to the payment greatest extent possible, the exemption from the application of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with provided under Treasury Regulations Section 409A(a)(4)(C1.409A-1(b)(9)(v).

Code Section 409A. This If the Company (or, if applicable, the successor entity thereto) determines that the severance payments and benefits provided under this Agreement shall be interpreted to avoid or the Severance Plan (any penalty sanctions such payments, the “Plan Payments”) constitute “deferred compensation” under Internal Revenue Code Section 409A (together, with any state law of the Code and the final regulations and any guidance promulgated thereunder (similar effect, “Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, ) and if at the time of Executive’s termination of employment, Executive is a “specified employee” within of the meaning Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, and the deferral timing of the commencement of any severance payments or benefits otherwise payable pursuant Plan Payments will be delayed as follows: on the earliest to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser occur of (i1) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s and one day after the “separation of from service” with the Company (as such term is defined under Code in Section 409A1.409A-1(h) of the Treasury Regulations). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of and (x2) Executive’s death following the date of Executive’s termination death (such earliest date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) will (i) pay to Executive a lump sum amount equal to the sum of employment the Plan Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Plan Payments had not been delayed pursuant to this Section 4.4 and (ii) commence paying the balance of the Plan Payments in accordance with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance applicable payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary schedules set forth in this AgreementAgreement or the Severance Plan, as applicable. Prior to the imposition of any delay on the Plan Payments as set forth above, it is intended that (A) each installment of the Plan Payments be regarded as a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i), (B) all Plan Payments satisfy, to the greatest extent that any amendment to this Agreement with respect possible, the exemptions from the application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), and (C) the Plan Payments consisting of COBRA premiums also satisfy, to the payment greatest extent possible, the exemption from the application of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with provided under Treasury Regulations Section 409A(a)(4)(C1.409A-1(b)(9)(v).

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A It is intended that all of the Code benefits and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be made only upon construed to the greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a “separation manner that complies with Code Section 409A and incorporates by reference all required definitions and payment terms. For purposes of service” Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A- 2(b)(2)(iii)), your right to receive any installment payments under Section 409A. this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding anything any provision to the contrary in this Agreement, if you are deemed by the Company at the time of Executive’s termination of employment, Executive is your Separation from Service to be a “specified employee” within for purposes of Code Section 409A(a)(2)(B)(i), and if any of the meaning payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, and the deferral timing of the commencement of any severance payments or benefits otherwise payable pursuant upon a Separation from Service will be delayed as follows: on the earlier to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser occur of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six months and one day after the effective date of your Separation from Service, and (6ii) months following Executive’s the date of the your death (such earlier date, the “separation of service” with Delayed Initial Payment Date”), the Company will (as defined under Code Section 409A). If any payments are delayed due A) pay to such requirements, such amounts will be paid in you a lump sum amount equal to Executive on the earliest sum of the payments upon Separation from Service that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (xB) Executive’s death following commence paying the date balance of Executive’s termination of employment the payments in accordance with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Companyapplicable payment schedules set forth above. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder No interest will be subject to the additional tax imposed under Section 409A, and due on any ambiguities herein will be interpreted to amounts so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)deferred.

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s 135291277 v2 termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2½) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. This It is the intention of the Company, the Parent and the Executive that, to the extent any amounts or benefits payable under or pursuant to this Agreement represent nonqualified deferred compensation that is or may be subject to Section 409A of the Code and the Internal Revenue Service regulations thereunder (collectively, “Code Section 409A”), the provisions of this Agreement shall be interpreted to avoid any penalty sanctions under Code Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Code Section 409A, then such benefit or payment shall be provided in full (to extent not paid in part at earlier date) at the earliest time thereafter when such sanctions will not be imposed. All For purposes of Code Section 409A, all payments to be made upon a termination of employment under this Agreement may only be made only upon a the Executive’s “separation of from service” (within the meaning of such term under Code Section 409A) and each payment made under this Agreement shall be treated as a separate payment. In no event shall the Executive, directly or indirectly, designate the calendar year of payment, except as permitted under Code Section 409A. Notwithstanding anything herein to the contrary in this Agreementcontrary, if if, at the time of the Executive’s termination of employmentemployment with the Company, the Company or the Parent has securities which are publicly traded on an established securities market and the Executive is a “specified employee” within the meaning of (as such term is defined in Code Section 409A) and it is necessary, and as determined by the deferral of Executive, to postpone the commencement of any severance payments or benefits otherwise payable pursuant to under this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or the application of the additional twenty percent (20%) tax under Code Section 409A(a)(1)409A, then the Company will not commence any commencement of the payment of any such severance payments or benefits hereunder that are not otherwise required hereunder paid within the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) or the “separation pay exception” under Treas. Reg. section 1.409A-1(b)(9)(iii), will be postponed (but without any reduction in such payments or benefits ultimately paid or provided to the Executive) that (a) ). If any payments are postponed due to such requirements, such postponed amounts will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of a lump sum to the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit Executive on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following the Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of from service” with the Company. For these purposesIf the Executive dies during the postponement period prior to the payment of the postponed amount, each severance the amounts for which payment has been delayed on account of Code Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. All reimbursements and in-kind benefits provided under this Agreement shall be made or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply provided in accordance with the requirements of Code Section 409A so 409A, including, where applicable, the requirement that none (1) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (2) the severance payments and amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided hereunder provided, in any other calendar year, (3) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the calendar year in which the expense is incurred and (4) the right to reimbursement of in kind benefits is not subject to liquidation or exchange for another benefit. The Executive agrees and understands that, notwithstanding anything in this Agreement to the additional tax contrary (including, but not limited to, any provisions in this Agreement that refer or relate to Code Section 409A), neither the Company nor any of its affiliates 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 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 person who has or may have an interest in any benefits or amounts payable hereunder with respect to such compliance. The Executive is solely responsible and liable for the satisfaction of all taxes (together with applicable interest and penalties thereon) that may be imposed on amounts payable under or with respect to this Agreement (including, but not limited to, any taxes, penalties and interest under Code Section 409A, and neither the Company nor any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate of its affiliates shall have any obligation or desirable to avoid imposition of any additional tax liability for or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments such taxes, penalties or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)interest.

Code Section 409A. The Agreement and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Code Section 409A. This Agreement and the Award shall be interpreted to avoid any penalty sanctions under administered, interpreted, and construed in a manner consistent with Code Section 409A or an exemption therefrom. Should any provision of this Agreement or any Award hereunder be found not to comply with, or otherwise be exempt from, the provisions of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”, such provision shall be modified and given effect (retroactively if necessary). If any payment , in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or benefit cannot be provided appropriate to comply with, or made at to effectuate an exemption from, Code Section 409A. Without limiting the time specified foregoing and notwithstanding anything contained herein without incurring sanctions to the contrary, to the extent required in order to avoid accelerated taxation or tax penalties under Section 409A, then such benefit or payment shall amounts that would otherwise be payable and benefits that would otherwise be provided in full pursuant to this Agreement during the six-month period immediately following the Participant’s separation from service shall instead be paid on the first business day after the date that is six months following the Participant’s termination date (or death, if earlier), with interest from the date such amounts would otherwise have been paid at the earliest short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of the Code, for the month in which payment would have been made but for the delay in payment required to avoid the imposition of an additional rate of tax on the Participant under Section 409A. In the event the Award under this Agreement is determined to be subject to Code Section 409A, any payment triggered by a Change of Control will be made only if, in connection with the Change of Control, there occurs a change in the ownership of the Company, a change in the effective control of the Company, or a change in ownership of a substantial portion of the assets of the Company as all such terms are defined in Treasury Regulation Section 1.409A-3(i)(5). In the event payment is not allowed by operation of this section, payment will be made within sixty (60) days of the earlier to occur of (A) the applicable payment date set forth in the Notice or (B) the occurrence of a permissible time thereafter when such sanctions will not be imposed. All or event that could trigger a payment without violating Code Section 409A. Any payments to be made under this Agreement upon a termination of employment under this Agreement may shall only be made only upon if such termination of employment constitutes a “separation of from service” under Section 409A. Notwithstanding anything the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A. Notice of PSU Award Chesapeake Energy CorporationID: 73-13957336100 X. Xxxxxxx XxxxxxXxxxxxxx Xxxx, XX 00000 <NAME><ADDRESS><ADDRESS> Plan: Chesapeake Energy Corporation 2014 Long Term Incentive PlanID: _________ Effective <date> (the “Grant Date”), you have been granted an Award of a number (the Target PSU Allocation, specified below) of Performance Share Units (“PSUs”) by Chesapeake Energy Corporation (the “Company”). This Award entitles you to the contrary right to receive a cash payment for each PSU awarded in this Agreementan amount equal to the Final PSU Value (as defined below) on the Payment Date specified below. The number of PSUs awarded is subject to adjustment pursuant to the level of performance respecting the Performance Measures over the Performance Period, if at as determined by the time Committee and as set forth below. This Award is further subject to the vesting requirements set forth below. Grant Date Value of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral Target Award: $______ Target PSU Allocation: <number> Last Day of the commencement of any severance payments or benefits otherwise payable Performance Period: <date> Payment Date: Any payment earned pursuant to this Agreement Award shall be made as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months soon as practicable after the close of Committee certifies the Company’s fiscal yearperformance respecting the performance goals on or following <date>, if later), and (b) are but in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)no case later than <date>.

Code Section 409A. This It is intended that any amounts payable under this Agreement and the Bank’s and Directors’s exercise of authority or discretion hereunder shall be interpreted exempt from or comply with Section 409A of the Internal Revenue Code (the “Code”) (including the Treasury regulations and other published guidance relating thereto) so as not to avoid subject Director to the payment of any penalty sanctions interest, penalties or additional tax imposed under Section 409A of the Code and Code. In furtherance of this intent, (a) if, due to the final regulations and circumstances giving rise to any guidance promulgated thereunder (“Section 409A”). If any lump sum payment or benefit cannot be provided or made at the time specified herein without incurring sanctions payments under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time date of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of payment or the commencement of any severance such payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary thereof must be delayed for six months following Executive’s separation from service in order to prevent meet the requirements of Section 409A(a)(2)(B) of the Code applicable to “specified employees,” then such payment or payments shall be so delayed and paid upon expiration of such six month period and (b) each payment which is to be paid during a designated period that begins in a first taxable year and ends in a second taxable year shall be paid in the second taxable year. To the extent that any accelerated income recognition Treasury regulations, guidance or changes to Section 409A would result in the Director becoming subject to interest, penalties and additional tax under Section 409A(a)(1)409A of the Code, then the Company will Bank and Director agree to amend this Agreement in order to bring this Agreement into compliance with Code Section 409A. All other terms, conditions, agreements and provisions contained in the Original Agreement not commence any payment of any such severance payments specifically relating to those items explicitly modified or benefits otherwise required hereunder (but without any reduction amended by this Amendment shall remain unchanged and shall continue in such payments or benefits ultimately paid or provided to Executive) that (a) will not full force and may not under any circumstanceseffect. This Amendment shall, regardless of when such termination occurswhenever possible, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done construed in a manner that complies consistent with Section 409A(a)(4)(C)the Original Agreement; provided, however, in the event of any irreconcilable consistency between the terms of this Amendment and the terms of the Original Agreement, the terms of this Amendment shall control.

Code Section 409A. This Agreement Notwithstanding any other provision herein, in the event that the sixty (60) day period following Executive’s Separation referred in Section 7(b) or 7(d), as applicable, spans two calendar years, the cash payment referred to in clause (i) of such section shall be interpreted to avoid any penalty sanctions under Section 409A made (or commence) in the second of the two calendar years. For purposes of Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or each payment shall be provided in full at that is paid under Sections 7(b) and/or (d) above is hereby designated as a separate payment. Notwithstanding anything stated herein to the earliest time thereafter when such sanctions will not be imposed. All contrary, each of the separate payments made within six (6) months of Executive’s Separation, to the extent subject to Code Section 409A, is intended to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under exempt from Code Section 409A. Notwithstanding anything 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii); provided that (i) to the contrary extent that any of such payments do not qualify to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or otherwise exceeds the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, and (ii) if the Company (for this Agreementpurpose, if “employer” as defined in Treasury Regulation Section 1.409A-1(h)(3)) is publicly traded on an established securities market or otherwise at the time of Executive’s termination Separation and, at the time of employment, Executive’s Separation Executive is a “specified employee,” within the meaning of as defined in Treasury Regulation Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(11.409A-1(i), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 portion of the year following Executive’s termination (payments that does not qualify or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the otherwise exceeds such limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will shall not be paid by during the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months month period following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will Separation and shall instead be paid in a lump sum to Executive on the earliest first business day following the expiration of such six (x6) Executive’s death following month period or, if earlier, the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409Adeath, and any ambiguities herein will remaining payments shall continue to be interpreted to so comply. The Company and Executive agree to work together paid in good faith to consider amendments to accordance with this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)7.

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A For purposes of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or each payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive that is a “specified employee” within the meaning of Section 409Apaid, and the deferral of the commencement of any severance payments or benefits otherwise payable benefit that is provided, pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is hereby designated as a separate payment payment. The Company and Employee intend that all payments made or benefit to be made, and will not collectively benefits provided or to be treated as a single payment provided, under this Agreement comply with, or benefit. This provision is intended to comply with are exempt from, the requirements of Code Section 409A so that none of the severance payments and or benefits to be provided hereunder will be subject to the additional adverse tax penalties imposed under Code Section 409A, and any ambiguities herein will be interpreted to so complycomply or be so exempt. The Company and Executive agree to work together Specifically, any severance payments made, or benefits provided, in good faith to consider amendments to connection with Employee’s Separation under this Agreement and paid on or before the fifteenth (15th) day of the third (3rd) month following the end of Employee’s first tax year in which Employee’s Separation occurs or, if later, the (15th) day of the third (3rd) month following the end of the Company’s first (1st) tax year in which Employee’s Separation occurs, shall be exempt from Code Section 409A to take such reasonable actions which are necessary, appropriate or desirable the maximum extent permitted pursuant to avoid imposition of Treasury Regulation Section 1.409A-1(b)(4) and any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute provided in connection with Employee’s Separation under this Agreement shall be exempt from Code Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be paid no later than the last day of Employee’s second (2nd) taxable year following the taxable year in which Employee’s Separation occurs). Notwithstanding the foregoing, if any of the severance payments or benefits provided in connection with Employee’s Separation do not qualify for any reason to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Employee is, at the time of Employee’s Separation, a delay “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such payment or acceleration benefit will not be made until the first (1st) regularly scheduled payroll date of the seventh (7th) month after Employee’s Separation and, on such date (or, if earlier, the date of Employee’s death), Employee will receive all payments and benefits that would have been provided during such period in a single lump sum. Any lump sum payment of delayed payments or benefits pursuant to the preceding sentence shall be paid with interest to reflect the period of delay, with such interest to accrue at the prime rate in effect at Citibank, N.A. at the time of Employee’s Separation. Any remaining payments due under this Agreement shall be paid as otherwise provided herein. The determination of whether Employee is a change “specified employee” for purposes of Code Section 409A(a)(2)(B)(i) as of the time of such Separation shall made by the Company in accordance with the form terms of payment, then such amendment must be done in a manner that complies with Code Section 409A(a)(4)(C).409A.

Code Section 409A. This Notwithstanding any provision in this Agreement to the contrary, all payments and amounts hereunder are intended to be “short-term deferrals” that are not subject to Section 409A of the Code, and this Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”)consistent with such intent. If any payment or benefit cannot under this Agreement is deemed to be provided or made at the time specified herein without incurring sanctions under a payment of deferred compensation that is subject to Code Section 409A, then such benefit or (i) to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A, Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments due to be made upon a termination of employment Executive under this Agreement may until Executive would be made only upon considered to have incurred a “separation of from service” under from the Company within the meaning of Code Section 409A. Notwithstanding anything 409A, (ii) each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Code Section 409A, and (iii) if, on the contrary in this Agreement, if at the time date of Executive’s termination of employmentseparation from service (as defined in Treasury Regulation §1.409A-1(h)), Executive is a specified employee (as defined in Code Section 409A and Treasury Regulation §1.409A-1(i)), no payment due to Executive’s separation from service shall be made under this Agreement at any time during the six (6)-month period following the Employee’s separation from service of any amount that results in the “specified employeedeferral of compensation” within the meaning of Section 409ATreasury Regulation §1.409A-1(b), and the deferral after application of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary exemptions provided in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder Treasury Regulation §§1.409A-1(b)(4) and 1.409A-1(b)(9)(iii) and (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if laterv), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is any amounts otherwise payable during such six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will 6)-month period shall be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll payment date that occurs after the date that is following expiration of such six (6) months following Executive’s “separation of service” with 6)-month period. Notwithstanding anything to the Company. For these purposescontrary, each severance payment or benefit is designated as a separate payment or benefit and will GPRE does not collectively be treated as a single payment or benefit. This provision is intended to comply with make any representations that the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under this Agreement are exempt from or are in compliance with Code Section 409A, and in no event shall GPRE be liable for all or any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition portion of any additional tax taxes, penalties, interest, or income recognition prior to actual payment to other expenses that may be incurred by Executive under on account of Code Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).409A.

Code Section 409A. This The parties agree that all provisions of this Agreement shall be interpreted are intended to avoid any penalty sanctions under meet, and to operate in accordance with, in all material respects, the requirements of Section 409A of the Code and the final regulations Code, its Regulations, and any guidance promulgated from the Department of Treasury or Internal Revenue Service thereunder including any such guidance issued after the Effective Date (collectively, “Section 409A”). If Where ambiguity or uncertainty exists, this Agreement shall be interpreted in a manner which would qualify any compensation payable hereunder to satisfy the requirements for exception to or exclusion from Section 409A and the taxes imposed thereunder. Each payment to the Executive made pursuant to any provision of this Agreement or benefit canotherwise shall be considered a separate payment and not be provided or made at one of a series of payments for purposes of Section 409A. To the time specified herein without incurring sanctions extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. To the extent any nonqualified deferred compensation payment to the Executive could be paid in one or more of the Executive’s taxable years depending upon the Executive completing certain employment-related actions, then any such benefit payments will commence or payment occur in the later taxable year to the extent required by Section 409A. In the event either party reasonably determines that any item payable by the Company to the Executive pursuant to this Agreement that is not subject to a substantial risk of forfeiture would not meet, or is reasonably likely not to meet, the requirements of Section 409A, or to qualify as exempt from Section 409A, such party shall notify the other in writing. Any such notice shall specify in reasonable detail the basis and reasons for such party’s determination. The parties agree to negotiate in good faith the terms and conditions of an amendment to this Agreement to avoid the inclusion of such item in a tax year before the Executive’s actual receipt of such item of income; provided , however , nothing in this Section 21 shall be provided construed or interpreted to require the Company to increase any amounts payable to the Executive pursuant to this Agreement or to consent to any amendment that would materially and adversely change the Company’s financial accounting or tax treatment of the payments to the Executive under this Agreement and in full at no event shall the earliest time thereafter when such sanctions will not Company, its affiliates or any of their respective officers, directors or advisors be imposedliable for any taxes, interest or penalties imposed under Section 409A or any corresponding provision of state or local law. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made only upon a “separation of service” under Section 409A. the Executive’s Separation from Service. Notwithstanding anything to the contrary in this Agreementcontrary, if at the time of Executive’s termination of employment, Executive is a “specified employee” within on the meaning of Section 409A, and the deferral date of the commencement Executive’s Separation from Service, then to the extent needed to comply with Section 409A any nonqualified deferred compensation payable to the Executive on account of any severance payments or benefits otherwise payable pursuant to the Executive’s Separation from Service under this Agreement as a result or otherwise shall not be paid during the first six months after the Executive’s Separation from Service and shall instead be paid on the earlier of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 the first business day of the year following seventh month after the date of the Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), Separation from Service and (b) are in excess ten business days after the Company’s receives written notification of the lesser of (i) two (2) times Executive’s then annual death. To the extent that any reimbursement of any business expense or in-kind benefits provided under this Agreement are deemed to constitute taxable compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, (a) such amounts shall be reimbursed or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) provided no later than December 31 of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until expense was incurred; (b) such amounts reimbursed or provided in one year shall not affect the first payroll date that occurs after expenses or in-kind benefits eligible for reimbursement or payment in any subsequent year; and (c) the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due right to such requirements, reimbursement or payment of any such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will shall not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and liquidation or exchange for any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section other benefit (“ 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(CReimbursement Conditions ”).

Code Section 409A. This The Agreement shall at all times be interpreted and operated in compliance with Section 409A of the Code. The parties intend that the payments and benefits under the Agreement will qualify for any available exceptions from coverage under Code Section 409A and the Agreement shall be interpreted accordingly. Without limiting the generality of the foregoing and notwithstanding any other provision of the Agreement to avoid the contrary, (i) with respect to any penalty sanctions payments and benefits under the Agreement to which Code Section 409A applies, all references in the Agreement to termination of Executive’s employment are intended to mean Executive’s “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), (ii) each payment made under the Agreement shall be treated as a separate payment and the right to a series of installment payments under the Agreement shall be treated as a right to a series of separate payments, (iii) each such payment that is made within two and one-half (2-1/2) months following the end of the Code and calendar year that contains the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time date of Executive’s termination is intended to be exempt from Code Section 409A as a short-term deferral within the meaning of employmentthe final regulations under Code Section 409A, (iv) each such payment that is made later than two and one-half (2-1/2) months following the end of the calendar year that contains the date of Executive’s termination is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that is made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, and amounts that would otherwise be payable under the deferral of Agreement during the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year six-month period immediately following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will separation from service shall not be paid by to Executive during such period, but shall instead be accumulated and paid to Executive (or, in the end event of the second calendar year following the year Executive’s death, to Executive’s estate) in which the termination occurs, until a lump sum on the first payroll date that occurs business day after the earlier of the date that is six (6) months following Executive’s “separation of service” with from service or Executive’s death. To the Company (as defined extent any reimbursements or in-kind benefits due to Executive under the Agreement are subject to Code Section 409A). If , (i) the expenses eligible for reimbursement or the in-kind benefits provided in any payments are delayed due to such requirements, such amounts given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the reimbursement of an eligible expense must be paid in a lump sum to Executive on made no later than the earliest last day of (x) Executive’s death calendar year following the date of Executive’s termination of employment with calendar year in which the Company or expense was incurred; and (yiii) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment right to reimbursements or benefit is designated as a separate payment in-kind benefits cannot be liquidated or benefit and will not collectively be treated as a single payment or exchanged for any other benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2½) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).. 187017745 v5

Code Section 409A. This The Employer and the Executive intend that their exercise of authority or discretion under this Agreement shall be interpreted to avoid any penalty sanctions under comply with Section 409A of the Internal Revenue Code and the final regulations and any guidance promulgated thereunder (“Section 409A”)of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in Section 409A of the Internal Revenue Code of 1986, and if any payment payments under this Agreement will result in additional tax or benefit cannot be provided or made at interest to the time specified herein without incurring sanctions under Executive because of Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination despite any provision of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will shall not be paid by entitled to the end of the second calendar year following the year in which the termination occurs, payments until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) the date that is at least six months after termination of the Executive’s death following employment for reasons other than the date of Executive’s termination of employment with the Company or death, (y) the first payroll date of the Executive’s death, or (z) any earlier date that occurs does not result in additional tax or interest to the Executive under Section 409A. As promptly as possible after the date that is six (6) months following Executive’s “separation end of service” with the Company. For these purposesperiod during which payments are delayed under this provision, each severance payment or benefit is designated as a separate payment or benefit and will not collectively the entire amount of the delayed payments shall be treated as paid to the Executive in a single payment or benefitlump sum. This If any provision is intended to comply with of this Agreement does not satisfy the requirements of Code Section 409A so that none 409A, the provision shall be applied in a manner consistent with those requirements despite any contrary provision of this Agreement. If any provision of this Agreement would subject the severance payments and benefits Executive to be provided hereunder will be subject to the additional tax imposed or interest under Section 409A, and any ambiguities herein will be interpreted the Employer shall reform the provision. However, the Employer shall maintain to so comply. The Company and the maximum extent practicable the original intent of the applicable provision without subjecting the Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior interest, and the Employer shall not be required to actual payment to Executive under Section 409A. Notwithstanding anything to incur any additional compensation expense as a result of the contrary set forth reformed provision. References in this Agreement, Agreement to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in of the form Internal Revenue Code of payment1986 include rules, then such amendment must be done in a manner that complies with regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code Section 409A(a)(4)(C).409A.

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of from service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Department of Treasury regulations and other guidance promulgated thereunder (a “Separation from Service”). Notwithstanding any provision of this Agreement to the contrary, if, at the time of your termination of employment with the Company, you are a “specified employee” (as defined in Section 409A of the Code) and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement letter agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1)409A of the Code, then the Company will not commence any defer the commencement of the payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executiveyou) that (a) will not and may could not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s your termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s your then annual compensation or (ii) two (2) times the limit on compensation then set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” your Separation from Service with the Company (as defined under Code Section 409A). If any payments are delayed deferred due to such requirements, such amounts will be paid in a lump sum to Executive you on the earliest of (xa) Executive’s your death following the date of Executive’s your termination of employment with the Company or (yii) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” your Separation from Service with the Company. For these purposes, each severance payment or benefit is hereby designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision paragraph is intended to comply with the requirements of Code Section 409A of the Code so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, 409A of the Code and any ambiguities herein will be interpreted to so comply. The You and the Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive you under Section 409A. Notwithstanding anything to 409A of the contrary set forth in this Agreement, to Code. To the extent that any amendment reimbursements or expense payments payable to this Agreement with respect you are subject to the payment provisions of any severance payments or benefits would constitute under Section 409A a delay of the Code, any such reimbursements or acceleration payments shall be paid no later than December 31 of the year following the year in a payment which, the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and the right to reimbursement will not be subject to liquidation or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)exchange for another benefit.

Code Section 409A. The Agreement and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Code Section 409A. This Agreement and the Award shall be interpreted to avoid any penalty sanctions under administered, interpreted, and construed in a manner consistent with Code Section 409A or an exemption therefrom. Should any provision of this Agreement or any Award hereunder be found not to comply with, or otherwise be exempt from, the provisions of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”, such provision shall be modified and given effect (retroactively if necessary). If any payment , in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or benefit cannot be provided appropriate to comply with, or made at to effectuate an exemption from, Code Section 409A. Without limiting the time specified foregoing and notwithstanding anything contained herein without incurring sanctions to the contrary, to the extent required in order to avoid accelerated taxation or tax penalties under Section 409A, then such benefit or payment shall amounts that would otherwise be payable and benefits that would otherwise be provided in full pursuant to this Agreement during the six- month period immediately following the Participant’s separation from service shall instead be paid on the first business day after the date that is six months following the Participant’s termination date (or death, if earlier), with interest from the date such amounts would otherwise have been paid at the earliest short-term applicable federal rate, compounded semi- annually, as determined under Section 1274 of the Code, for the month in which payment would have been made but for the delay in payment required to avoid the imposition of an additional rate of tax on the Participant under Section 409A. In the event the Award under this Agreement is determined to be subject to Code Section 409A, any payment triggered by a Change of Control will be made only if, in connection with the Change of Control, there occurs a change in the ownership of the Company, a change in the effective control of the Company, or a change in ownership of a substantial portion of the assets of the Company as all such terms are defined in Treasury Regulation Section 1.409A- 3(i)(5). In the event payment is not allowed by operation of this section, payment will be made within sixty (60) days of the earlier to occur of (A) the applicable payment date set forth in the Notice or (B) the occurrence of a permissible time thereafter when such sanctions will not be imposed. All or event that could trigger a payment without violating Code Section 409A. Any payments to be made under this Agreement upon a termination of employment under this Agreement may shall only be made only upon if such termination of employment constitutes a “separation of from service” under Section 409A. Notwithstanding anything the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A. -5- Notice of PSU Award Chesapeake Energy CorporationID: 73-13957336100 X. Xxxxxxx XxxxxxXxxxxxxx Xxxx, XX 00000 Name:Address: Plan: 2014 Long Term Incentive Plan ID: Effective ___________________________ (the “Grant Date”), you have been granted an Award of a number (the Target PSU Allocation, specified below) of Performance Share Units (“PSUs”) by Chesapeake Energy Corporation (the “Company”). This Award entitles you to the contrary right to receive a cash payment for each PSU awarded in this Agreementan amount equal to the Final PSU Value (as defined below) on or before the Payment Date specified below. The number of PSUs awarded is subject to adjustment pursuant to the level of performance as compared to the Performance Measures over the applicable Performance Period, if at as determined by the time Committee and as set forth below. This Award is further subject to the vesting requirements set forth below. Grant Date Value of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral Target Award: $ ________ Grant Date Common Stock Value: $ ________ Target PSU Allocation: _______________ 1-year performance period PSUs: _______________ 2-year performance period PSUs: _______________ 3-year performance period PSUs: _______________ Last Day of the commencement Performance Period: 1-year performance period PSUs: 12/31/_________ 2-year performance period PSUs: 12/31/_________ 3-year performance period PSUs: 12/31/_________ Payment Date (no later than): 1-year performance period PSUs: 03/15/_________ 2-year performance period PSUs: 03/15/_________ 3-year performance period PSUs: 03/15/_________ Final PSU Value: The value of any severance payments or benefits otherwise payable pursuant each PSU is equal to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close average closing price per share of the Company’s fiscal year, if later), and (b) are in excess of common stock as reported on the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code New York Stock Exchange for the year in which Executive’s employment is terminated and will not be paid by 20 trading days immediately preceding the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C)applicable Time Vesting Date.

Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2½) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the 187018506 v8 Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. This Notwithstanding anything in the Plan or this Agreement shall be interpreted to avoid any penalty sanctions under Section 409A the contrary, if the vesting of the Code and balance, or some lesser portion of the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment balance, of the Restricted Stock Units are accelerated in connection with Participant’s termination of Continuous Status as an Employee or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409AConsultant, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions accelerated Restricted Stock Units will not be imposed. All payments to be made upon payable until and unless Participant has a termination “separation from service” within the meaning of employment under Section 409A. Further, and notwithstanding anything in the Plan or this Agreement may be made only to the contrary, if any such accelerated Restricted Stock Units would otherwise become payable upon a “separation of from service” under within the meaning of Section 409A. Notwithstanding anything to the contrary in this Agreement409A, and if at the time of Executive’s termination of employment, Executive (a) Participant is a “specified employee” within the meaning of Section 409A, and 409A at the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result time of such termination “separation from service” within the meaning of employment is necessary Section 409A (other than due to Participant’s death) and (b) the payment of all or a portion of such accelerated Restricted Stock Units would result in order to prevent any accelerated income recognition or the imposition of additional tax under Section 409A(a)(1)409A if paid to Participant on or within the six (6) month period following Participant’s “separation from service” within the meaning of Section 409A, then the Company will not commence any payment of any the portion of such severance payments or benefits otherwise required hereunder (but without any reduction accelerated Restricted Stock Units that would result in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and additional tax imposition will not be paid by the end of the second calendar year following the year in which the termination occurs, made until the first payroll date that occurs after the date that is six (6) months and one (1) day following Executivethe date of Participant’s “separation of from service” with within the Company (as defined under Code meaning of Section 409A). If any payments are delayed due to such requirements, such amounts unless Participant dies following his or her termination of Continuous Status as an Employee or Consultant, in which case the Restricted Stock Units will be paid in a lump sum Shares to Executive on Participant’s estate as soon as practicable following his or her death (and in all cases within ninety (90) days of Participant’s death). It is the earliest intent of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended this Agreement to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be Restricted Stock Units provided hereunder under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. This Agreement If, as of the Separation Date, (a) Company’s common stock is publicly traded (as determined under Code Section 409A), (b) Employee is a “specified employee” (as determined under Code Section 409A), and (c) any portion of the severance pay due Employee under Sections 3.2.2, 3.2.3 (and, if applicable, paragraph (A) of Section 3.2.4) would exceed the sum of all applicable exclusions as determined pursuant to Code Section 409A (and all rights to payments and benefits hereunder shall be interpreted treated as rights to avoid any penalty sanctions receive a series of separate payments and benefits to the fullest extent allowed by Code Section 409A), then payment of the excess amount that is deferred compensation under Code Section 409A shall be delayed until the first regular payroll date of Company following the six month anniversary of Employee’s Separation Date (or the date of his death, if earlier than that anniversary), and shall include a lump sum equal to the aggregate amounts that Employee would have received had payment of this excess amount commenced as provided in Sections 3.2.2, 3.2.3 (and, if applicable, paragraph (A) of Section 3.2.4) after the Separation Date. If Employee continues to perform any services for Company (as an employee or otherwise) after the Separation Date, such six month period shall be measured from the date of Employee’s “separation from service” as defined pursuant to Code Section 409A. In addition to the foregoing, to the extent that any payment of deferred compensation subject to Code Section 409A is contingent upon the execution of a written release, if the designated period for executing a written release spans two of the Code Employee’s tax years, the payment will be paid in the second tax year. The Company and the final regulations and Employee intend that any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may shall constitute and have the same meaning as “separation from service” as that phrase is defined under Code Section 409A and any Separation Date shall be made treated as occurring only upon a “separation of from service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).”